Smallville Spider Man 2: Power
by Russkafin
Summary: A sequel to Smallville SpiderMan: Destiny. When Clark is approached for membership in The Ultimates, he may need Peter Parker to save him from what he's getting himself into. Set during Smallville season five.
1. Chapter 1

Chapter One

Chloe Sullivan gently blew the steam from her mug of freshly brewed coffee as she waited for her laptop computer to detect the Talon's wireless network. Though many of her peers at Metropolis University were off to various exotic locales for seven days of partying, tanning and excessive alcohol consumption this spring break week, she was glad to spend it in the quiet, familiar town of Smallville with her family and friends close by.

She looked up and gave her cousin Lois a smile and a wave as she walked by carrying a tray of dirty dishes. Lois rolled her eyes and gave a half-hearted smirk as she ducked into the kitchen.

A window popped up on Chloe's screen letting her know that the computer had detected the Talon's wireless network, and she was now free to surf the web. She typed in her password and then took a sip of coffee as her instant messenger signed on. She gave her buddy list a cursory glance as it popped up, not surprised to see a long list of away messages. She sighed.

Chloe was just about to sign back off when a name popped up on her buddy list that she hadn't seen on-line in ages. She could barely hold back the grin that crept across her face as her fingers click-clacked over the keyboard and began typing a message to her friend.

At the Daily Bugle in New York City, Peter Parker slouched down in his chair. He had stopped by the Bugle to try to sell some new pictures of Spider-Man to J. Jonah Jameson, only to find out that old J.J. was out of the office. Miss Brant had said that Jonah was due back any time, so Peter opted to have a seat at one of the computer workstations and check his e-mail. When Jonah still hadn't shown, Peter double clicked on the instant messenger icon, typed in his password and waited for his buddy list to load.

After only a few moments, a message popped up on his screen from someone with the username ReportrGalCS. Peter smiled. "Chloe," he said to himself.

ReportrGalCS: Hey stranger:o)

His excitement at seeing a message from his friend quickly gave way to guilt as he realized how long it had been since he last replied to one of her e-mails. Between trying to make ends meet by taking photographs for the Bugle and working other odd jobs, his studies at Empire State University, and fighting crime as Spider-Man, free time was a precious commodity that Peter Parker was sorely lacking as of late. He typed a message in reply.

PParker15: Chloe! how are you??

A brief pause, and then a reply from Chloe.

ReportrGalCS: Great, I'm home in Smallville for spring break! So when is the city boy going to come out and visit us country folk?

Peter laughed. When he'd first met Chloe Sullivan and Clark Kent, back when Chloe had won a trip to the Daily Bugle in a writing contest, he and Chloe had formed a close friendship. They'd stayed in touch, and he had long ago promised that he'd eventually make his way out to Smallville and pay them a visit. Someday, he thought to himself, he'd have to make good on that promise. For now, though, he was just too busy. He decided to change the subject.

PParker15: sorry I haven't written in so long. congrats on the daily planet internship!

ReportrGalCS: Thanks! Yeah, how about that, we are both working for great American newspapers!

PParker15: I know! crazy, huh? how is met u treating you?

ReportrGalCS: It's been a busy semester, but I love it! How are things in NY?

PParker15: hectic. been busy with work, school, and… everything else.

ReportrGalCS: Still swinging:o)

Peter smiled. Chloe was one of the very few people in the world who knew that he was Spider-Man. She'd saved his life after finding him beaten and bloody in a dumpster after a brutal fight with the Green Goblin.

PParker15: shhh… ;o)

ReportrGalCS: Hehe… just be careful out there!

PParker15: I try my best. hey, how's Clark? haven't talked to him in months.

Before he could get another reply from Chloe, the newsroom was thrown into a frenzy as the Bugle's Editor in Chief burst in like a force of nature. The staff jumped to attention as J. Jonah Jameson barked orders left and right, even as he lit a cigar as he marched across the room.

"Brock! Your pictures from the courthouse were out of focus!" he bellowed. "Jones! Your article on the mayor's sex scandal was supposed to be on my desk an hour ago! Hoffman! Get my broker on the phone, I've got some stock to sell!"

Peter grabbed the folder that contained his latest batch of Spider-Man pics, and started to stand up. Then Chloe's latest reply caught his eye.

ReportrGalCS: OMG… you haven't heard then…

Peter sat back down. He watched as Jonah marched closer to him, waving his cigar in the air and yelling for Joe Robertson to bring him the mock-up of the evening edition. He looked at the folder in his hand, then back at the computer screen. Quickly, he typed a reply.

PParker15: heard what?

Jonah shoved the cigar in his mouth and headed for his office, walking right past Peter.

"Um, excuse me, Mister Jameson?" Peter spoke up, rising to his feet.

Jonah sighed. "What is it, Parker?"

"I've got some pictures for you to…" he trailed off as another message from Chloe popped up on the screen. He froze. He read the words over and over again in disbelief, trying to get them to make sense.

ReportrGalCS: Clark's dad died.

"Oh my God," he whispered.

"Well, what do you want, Parker?" Jonah demanded, smoke seeping from the corners of his mouth.

"I, uh…" Peter said quietly. "I might have to go out of town for a few days, sir."

SHIELD Headquarters. General Nick Fury sat in the briefing room, surrounded by some of the greatest scientific minds on his staff. Among them, Henry Pym, also known as Giant Man; his wife, Janet, also known as The Wasp; and billionaire industrialist Anthony Stark, also known as Iron Man. Also seated at the table were SHIELD agents Clay Quartermain and Sharon Carter.

"All right, ladies and gents," Fury said. "I need to know where we are with Project Smallville. We've been monitoring this kid from Kansas for a long time now. Give me something."

"General, we recently learned of a Doctor Garner, formerly of the Summerholt Institute in Metropolis," Quartermain said, passing Fury a manila envelope. "According to our sources, he ran some unauthorized experiments on the Kent boy under the direction of one Lionel Luthor a few years ago."

"Experiments?" Fury asked, flipping through the contents of the envelope.

"Details are sketchy," Carter chimed in. "Somerholt is a neurological institute. Garner specialized in memory reconstruction."

"And we're just hearing about this guy now, because…?"

"Until recently, he was in a coma," Quartermain explained. "There was some kind of explosion in the lab during the Kent experiments."

"All right, I'm intrigued," Fury said, setting the papers aside. "Bring this guy in, I want to know what he knows. What else?"

"We've finished our testing on the meteor rocks, General," Janet Pym said. "As we suspected, they do emit a low level radiation. Their effects on human beings seem to be varied, occasionally resulting in mutations, however in most cases they are completely harmless."

"There are two strains that we've been able to identify," Hank said, placing a lead-lined briefcase on the table. He flipped it open, revealing one green meteor rock and one red meteor rock inside. "From what our agents have observed in the field, the green one has a physically harmful effect on the Kent subject. We believe that prolonged exposure could actually kill him."

"Hm," Fury rubbed his chin. "Least we'd have a way to control him if he ever turned against us. And the red?"

"The red meteor rock affects his personality," Janet answered. "It strips away his inhibitions, causes him to act impulsively, often erratically. He would be very difficult to control under the effects of this substance."

"Noted," Fury said, raising an eyebrow. He turned to Mister Stark. "Tony?"

Tony dropped a thick stack of computer printouts on the table in front of Nick.

"This is everything our agents in the field have been able to observe and document regarding the kid's powers," Tony said, leaning back in his chair. "Some highlights… stopping a runaway bus by grabbing onto its rear bumper, pulling a helicopter out of the air, and, my personal favorite, he jumped onto a freaking missile and dismantled it with his bare hands."

"All right, I've heard enough," Fury said. "I want this kid on the team. Tony, I want you and Steve to fly out to Smallville. Take Thor with you if you want. Recruit this kid. Whatever offer you have to make him, make it. 'No' is not an acceptable answer."

Tony nodded. "You got it."

Fury glanced at his watch. "All right, unless there's anything else, I have a meeting at the White House in 30 minutes."

"Um, there is one other thing, sir," Hank said, raising a hand. "You remember the artifact we found in Addis Ababa a few years ago? The one with the writing on it that we haven't been able to decipher?"

"Of course. What about it?"

"Well, this Kent kid… he discovered these caves, beneath Smallville," Hank explained. "There's some kind of writing on the walls of the caves. We think the kid can read it."

"Let me guess…" Nick said, folding his arms across his chest.

"Yeah," Hank said with a nod. "The writing on the cave walls is the same as the writing on the artifact."

Nick turned to Tony.

"Stark… get moving. I want this kid here yesterday!"


	2. Chapter 2

Chapter Two

Jason Macendale was a bit apprehensive as he walked into the Luthorcorp building in Metropolis. He'd been surprised to get a call from Lex Luthor asking to see him here today, and was even more puzzled when he'd received the specific instructions that he was expected to follow.

He stepped into the elevator in the main lobby and waited as the metal doors slid shut. As they did, he reached into his pocket and produced the identification card that had been given to him. As he had been instructed to do, he held the card up to a small screen on the elevator wall. He was then prompted to place his thumb on the screen for identification. He did so. A moment later, the screen displayed the message "Identity Confirmed: Jason Macendale." The elevator hummed to life, and began to rise.

"What am I getting myself into?" Jason wondered aloud.

Jason watched the numbers on the screen as the elevator went up. They came to stop at a rather unexpected number. Level 33.1.

The doors slid open, and Jason found himself in the middle of some kind of huge laboratory. A group of scientists in white lab coats surrounded a huge metal vat full of a thick green liquid, jotting down notes and monitoring the readings on a large bank of computer screens.

"Jason!" a voice called out. Lex Luthor strode across the lab towards him and extended a hand. "Glad you could make it."

Jason realized his mouth was hanging open. "Um. Yeah, no problem." He accepted Lex's handshake. "Lex, what the hell is all this?"

Lex smiled. "You probably read that my father finally closed down CADMUS Labs," he explained. "He and I had been fighting over that particular LuthorCorp acquisition for years. I'd been using it as a means to house my various off-the-books projects, so I had to relocate."

"And that green goo you've got brewing in that vat?" Jason asked.

Lex laughed. "It should look familiar," he said. "You're the one that sold it to me."

"That's the…?" He looked around at all the scientists, and quickly lowered his voice. "Do they know what this is?"

"I'm sure they have a vague idea," Lex said. "Don't worry, everyone here has the highest level of security clearance, and everything is kept completely confidential."

Jason took a few cautious steps toward the vat. It was only then that he noticed the huge row of canisters behind the vat, each filled with the same green liquid. Jason did indeed recognize the substance. It was the Green Goblin formula, created by Norman Osborn.

"Lex, I sold you the very last sample of this formula in existence. What I gave you was only a very small amount."

"And I have a very good team of scientists," Lex replied. "They were able to analyze it and make more of it. Lots more, as you can see. Except, well, we've been having some problems. That's sort of why I called you here."

"Oh?"

"This serum supposedly gave Norman Osborn, and then, later, Harry Osborn, incredible strength and agility," Lex said. "It's what turned them into the Green Goblin."

"Yes, that's right…" Jason said, slowly. He didn't like the way Lex was looking at him.

"So why is it, Jason, that every subject we've tested it on has failed to exhibit those traits?"

"What do you mean?" Jason asked, taking a step away from Lex.

"I mean that we've injected dozens of test subjects with this formula, and we've seen a very wide range of results, ranging from upset stomach to graphic, debilitating hallucinations. In a great many cases, sadly, the serum has proven to be fatal. But not in one single case, Jason, not one, has any of the subjects exhibited anything like the strength and agility that Norman and Harry Osborn got from the serum."

"I… I don't know, Lex, that is very odd… but why call me?"

"Well, Jason, I was hoping you could tell me if there was anything else found at OSCORP that could be of use to me. Any notes that may have been left behind on the proper administration of the formula, or any modifications that we'd need to make to get it to work." Lex took two steps toward Jason.

"I don't think so," Jason said, taking another step back.

"Well that's too bad," Lex sighed. "Because I would hate to think that you sold me a fake serum, especially considering how much I paid you for it."

"A fake--?! Now hold on Lex, I sold you the remains of the serum that we found at OSCORP, I never made you any promises about what it could or couldn't do!"

"Jason, Jason, calm down," Lex said, stepping right up to him and placing his hands on Jason's shoulders. More than a hint of menace had crept into his voice. "I'm not accusing you of anything. I'm just… suggesting that it might be in your best interest to just, double check. Make sure there aren't any notes or plans that you may have forgotten about."

"Lex," Jason said, glaring back at Lex. "There is one thing you should know about that formula. It also drove both Norman and Harry completely insane. It may have given them incredible power, but at the cost of their minds."

"What are you saying?" Lex asked.

Jason shoved Lex's hands off of his shoulders. "I'm saying maybe you've been breathing these fumes too long." He turned away from Lex and walked back toward the elevator.

"Jason," Lex called after him.

Jason paused in front of the elevator doors as they slid open. He looked back over his shoulder at Lex.

"I'll be in touch," Lex replied, the same mysterious smile still on his lips. Jason nodded as he stepped back into the elevator, trying to shake off the cold chill that was running down his spine.


	3. Chapter 3

Chapter Three

Clark Kent shifted the basketball back and forth between his hands as he walked from the barn, lost in thought. He absently bounced it against the blacktop a few times as he stared up at the basketball hoop that hung from the side of the barn. He took a long, slow, deep breath and closed his eyes. For a moment, he was six years old again, and his father was trying to teach him about three point shots, lay-ups, free-throws… It had taken Clark so long to remember not to travel with the ball, and that you were supposed to dribble with only one hand, not two.

The sun was high in the sky, and its warmth felt comforting. Clark bounced the ball against the blacktop again, once, twice, three times. Then he tossed it into the air and watched it sail, hang in the air for a moment, then swish through the net. Clark just stood there for a moment and watched the ball bounce a few times, then start to roll back toward him. It stopped a few feet away.

Clark walked over to the ball, and rather than pick it up, started gently kicking it back and forth between his two feet. He thought back about all the times he had played one on one basketball games with his dad. He wondered at what point exactly his dad had stopped letting him win, and when he had legitimately bested his old man. He figured it had to be around the time he started getting the super speed under control.

"You playing basketball, or soccer?" a voice behind him called out.

Clark turned to see a very unexpected face, that of a smiling Peter Parker. Peter was exiting the passenger side of Chloe Sullivan's car, as Chloe turned off the ignition. Clark realized that he must have been so lost in thought that he didn't even hear them pull up.

"Peter?" A surprised grin broke out across Clark's face as he walked toward his friend. "What are you doing here, man?"

Peter laughed as he and Clark hugged. "Well, I can't very well say I was just in the neighborhood, can I?"

"Well, Smallville is a far cry from New York City," Chloe chimed in as she got out of the car herself.

"I'd been promising Chloe that I'd come visit for a long time," Peter explained. "I figured I'd finally live up to it. I've lived in the city my whole life, I've never gotten to see much of the country, you know?"

"Oh, well, you've come to the right place then, because this is about as country as it gets," Clark said with a laugh.

"I figured that out when I saw the 'Watch for Crossing Cows' sign a few blocks down the road," Peter joked.

"Hey, why don't you guys come on inside, my mom's out of town for the day, but she made some of her famous oatmeal chocolate chip cookies this morning," Clark said, nodding his head toward the house.

"I don't know, Clark," Peter said, picking up the basketball. He bounced it a few times. "It's been awhile since I played any basketball. How about a little one on one first?"

Chloe put her hand on Clark's shoulder. "Tell you what," she said. "You guys shoot some hoops, I'll go in and bring some cookies and milk outside for when you've worked up an appetite."

"Sounds great, Chloe," Clark said.

Chloe headed for the house. Peter tossed the basketball to Clark.

"Your house, Clark, you can have the ball first," Peter said.

"All right," Clark said, grinning. It had been ages since he'd had anyone to play basketball with, either, since Pete Ross moved away. "You sure you know what you're getting yourself into?"

"Yeah, I think I do," Peter said.

Clark gave the ball a few casual bounces, then checked it to Peter, who checked it back. Clark dribbled the ball a few times, faked left, then spun to the right and tossed the ball high over Peter's head. It sailed through the air, arcing up and sailing straight for the hoop.

Suddenly, a webline snared the ball in mid-flight, and jerked it back sharply. Peter swung the ball up over his head, then yanked it down right into his own hands.

Clark's jaw dropped. "Um… goal tending?"

"Ohhh, okay…" Peter said. "You want to play the sissy way, I bet?"

The two grinned at each other. Basketball with super powers? This was going to be fun.

Peter quickly started dribbling the ball back down the blacktop, but in a flash of super speed Clark was right in front of him, blocking his path. Peter threw the ball high up into the air, then did a backflip over Clark, landing on his feet and catching the ball behind him. Peter tossed the ball at the hoop, but just before it made contact with the backboard Clark did a super speed jump and grabbed it. Clark darted back down the driveway, dribbling the ball so fast that it sounded like machinegun fire. He took off running all the way down to the dirt road at the end of the Kent property, then launched the ball like a rocket. It soared through the air, hit the backboard and dropped right through the hoop. In an instant, Clark was back beside Peter again.

"Showoff," Peter said, smiling. He picked the ball up, but it was so hot that he almost dropped it. He gave it a few bounces, then checked it to Clark who checked it back. Then Peter grabbed the ball, hugged it to his chest, and jumped toward the barn wall. He hit the wall with his left foot, ran up the wall and reached out his left hand, sticking it firmly to the backboard. Then, he dropped the ball right into the net from above. He dropped down from the wall and landed in a crouched position.

"Now who's showing off?" Clark said, laughing.

Inside the house, Chloe watched the super basketball game through the back window as she tried one of the cookies. It was, of course, delicious, as Martha's homemade treats always were. It made her happy to see her two good friends, Clark Kent and Peter Parker, being able to cut loose with the powers that they both had to be so careful with, and actually have a bit of fun. Both of them had been through so much in their lives, and lost so much. Yet they both used their amazing gifts to help others, which Chloe felt was the most noble thing in the whole world.

Chloe took several of the cookies and arranged them neatly on a plate to take out to the boys. She got two glasses out of the cupboard, and went to the refrigerator to get some milk. Just then, there was a knock at the front door. Chloe shut the fridge and walked cautiously to the front door, wondering who it could possibly be.

She opened the front door to find three men standing on the porch. The first was a dark haired man with a mustache, wearing an Armani suit. To his left was a tall blond man in a bomber jacket and a pair of slacks. Standing behind them, a giant of a man with rippling muscles, long blond hair and a beard, who wore blue jeans and a white t-shirt.

The dark haired man scratched his head. "Um… is Clark Kent home?"


	4. Chapter 4

Chapter Four

Harry Osborn couldn't understand what had happened. Up until a few weeks ago, he had been undergoing rehabilitation at Ravencroft Sanitarium. He'd been seeing a therapist several times a week, and underwent an extensive detox program to remove any lingering traces of the Green Goblin formula from his system. It had taken a long time, but he was finally starting to feel like his old self again, and things were looking up.

Then, one day, he was told that his therapist had suddenly decided that Harry was still a serious threat to society, and beyond all hope of ever being cured of his dementia. He was quickly and unceremoniously transferred to Ryker's Island Prison, where he now spent his days in a small, dark, musty cell like some kind of caged animal.

The details of the time he'd spent under the influence of the Goblin formula was mostly a dreamlike haze by now. He understood that he had killed at least two men, Thomas Morrow and his assistant, and kidnapped Lex Luthor. Also, in his delusional state, Harry had somehow come to believe that his friend Peter Parker was actually Spider-Man. He then kidnapped Peter and the people closest to him, with the intent to kill them all in front of Peter's very eyes. Just the thought of what he had put his friend through sickened him.

And yet… something still called to him. Something deep in the recesses of his mind, like a faint but persistent echo. He didn't know if it was some remaining trace of the Goblin formula that still lingered in his veins, or something rooted deep within his own psyche, but sometimes, late at night, in the darkness of his cell, he could swear that he felt the Goblin inside of him, trying to take hold one last time.

Footsteps, coming down the corridor. Three men. "Keep moving, pal," he heard someone say.

Harry got to his feet and walked to the bars of his cell to see what was going on. Two guards were leading a prisoner to a new cell. The prisoner was a tall, bald, muscular African American man in orange prison garb, his hands cuffed in front of him. Harry thought that the man looked familiar, but couldn't immediately place him.

The guards shoved the man into the empty cell across from Harry's, removed his handcuffs and slammed the cell door shut, locking it.

"There, you got your own cell this time. Happy now, Kingpin?" one of the guards asked. The prisoner just sneered at the guards as they walked away, laughing to themselves.

"Kingpin?" Harry asked.

The prisoner chuckled to himself as he noticed who was in the cell across from him. "That you over there, Harry Osborn?"

By now, Harry had realized who the man was. "Wilson Fisk?"

Fisk nodded. "Well isn't this grand. You and I used to head up two of the biggest corporations in the world, and now we get to be neighbors in prison."

"I read about your arrest in the paper awhile back," Harry said. "They said you controlled most of the criminal underworld in the city."

"You believe everything you read, kid?" Fisk asked.

"Not everything. Certainly not in the Daily Bugle."

"The Bugle's a worthless rag I wouldn't line a birdcage with, and Jonah Jameson's a windbag who should have been put out to pasture years ago," Fisk said. "They had some interesting things to say about you in that paper too, if I recall. What was it you called yourself? The Green Goblin?"

Harry didn't answer Fisk's question. "You've been in here awhile," he said. "Why'd they move you to a new cell?"

"My previous cellmate committed suicide last night," Fisk said. "They're still cleaning it up."

"Ah, I see."

"Plus they've got this crazy notion that I might have had something to do with it," Fisk added. A disturbing smile crossed his lips.

Harry started to back away from the bars. "That's lovely. Well it was nice talking to you. I think I might try to get some sleep."

"Osborn," Fisk called after him. He looked down the hallway to make sure the guards were out of earshot. "I'm getting out of here. Soon. How would you like to come with me?"

"What are you talking about?"

"I've still got some connections on the outside," Fisk said. "I've put together something of an escape plan. I'd like to take you and a few others with me."

"Why me?" Harry asked.

"Call it a business proposition," Fisk said. "I've met a few… interesting individuals in here, and I'd like to put together a little task force of sorts. I get you out of here, you join up with us and help me take care of a small problem."

"What kind of problem?"

"Guy by the name of Matt Murdock," Fisk said. "A lawyer in Hell's Kitchen. He's been causing some trouble for me. I want him taken out."

"You need a whole hit squad to take care of some lawyer?" Osborn asked.

"You don't know this guy like I do," Fisk said. "I want to make sure the job's done right."

"Either way," Harry said, "you're wasting your time. I can't help you. I'm not the Green Goblin any more."

"But you could be, if you wanted to be," Fisk said.

Harry closed his eyes. He started to feel a little faint. He grabbed onto the bars of his cell to brace himself. "It's… not that easy," he said.

"What do you need, Osborn?" Fisk asked. "The costume? The glider? I can get ahold of Doctor Morrow's notes. I have guys who can rebuild it, even improve it."

"It's… not that…" Harry said. What was going on? He felt like he was going to pass out. Like he was losing control of his own body. Something inside was trying to get out. Was he going to throw up? No, it wasn't coming from his stomach… it felt like his veins were pumping acid. He rested his head against the bars. "I need… I need the Goblin formula," he said. It didn't even sound like his voice any more. He wasn't even sure that it was.

"You know where you can get it?" Fisk asked.

"M…Maybe…" He felt like there was a drumline performing in his head. The pounding was getting unbearable now. But, he was beginning to understand. The Goblin never really went away. He was always there, waiting patiently for his chance to come out to play again. And now that he saw his chance, he was screaming for Harry's attention.

"Osborn, you all right over there?" Fisk asked. "You're not looking so good."

"I'm fine," Harry snapped, wiping the beads of sweat from his brow. "I'll accept your deal, Mister Fisk, but on one condition."

"And what might that be?"

"Before we go after your Matt Murdock…" Harry said, opening his eyes. "…we kill Spider-Man."


	5. Chapter 5

Chapter Five

Chloe stared in silence for a moment at the three men standing on the Kent porch. She blinked a few times. "Um, you're looking for Clark? Uh, yes, hang on a second, okay? I'll see if I can find him."

She slammed the door, and sprinted through the living room, toward the kitchen. If those guys had gone around to the back of the house before coming to the front door, they would have gotten an eyeful of a basketball game being played with powers far beyond those of mortal men. Chloe burst through the back door of the house and ran out to the barn where Clark and Peter were still playing super-powered hoops.

"Stop! Stop! Time-out! Stop!" Chloe called out frantically, trying not to yell too loud so the men out front wouldn't hear.

"What's wrong, Chloe?" Peter asked, hanging upside-down from the hoop.

"Clark, you've got some visitors," Chloe said, grabbing Clark's arm. "I don't know who they are, but they definitely don't look like Jehovah's Witnesses!"

A few moments later, Clark, Peter and Chloe stood side by side as Clark opened the front door again. "May I help you?" Clark asked.

"Clark Kent?" the man with the mustache asked.

"Yes…"

"Oh, we didn't realize you had company," he said apologetically. He extended his hand. "I'm--"

"Hey, I know who you are!" Peter burst out. "You're Tony Stark, the billionaire industrialist! You're… you're freaking Iron Man!"

Tony gave a mock-embarrassed smile and straightened his tie. "Well, yes. Yes I am. I see my reputation precedes me. Perhaps you've heard of my compatriots here as well. This is Steve Rogers, better known as Captain America, and the big guy behind me is Thor, better known as… well, he tends to just go by Thor, really."

Clark finally reached out and shook Tony's hand, a bit bewildered.

"Why are these guys on your front porch?" Peter whispered to Clark.

"I wish I knew," Clark whispered back.

Tony flashed a big, toothy grin. "May we come in?"

Clark and his friends quickly ushered their three visitors inside and invited them to make themselves comfortable in the living room. Chloe brought out the plate of cookies and offered them to the guests. Tony and Thor politely refused, but Steve tried one and informed the others that they didn't know what they were missing. Peter helped himself to a cookie as well, and seconded Steve's statement.

"I must confess," Tony said, once everyone was seated and comfortable, "that we were kind of hoping to speak to Clark alone."

Chloe and Peter exchanged glances. Peter took another bite of the cookie. Chloe stood up and took Peter by the arm, raising him from his chair. "Come on," she said with a sigh. "Four's company, six is a crowd."

"Um, Chloe, you can show Peter the loft in the barn if you want," Clark called after them, feeling bad that his friends had been forced to leave by these uninvited guests. He was slightly annoyed, especially since he hadn't seen Peter Parker in so long. As Chloe and Peter walked out the back door, Clark turned back to Tony and the other two men. "Okay, what's this about?" he asked.

"Have you ever heard of the Ultimates, Clark?" Tony asked.

"I don't know… I think so. I mean, they're some kind of branch of the military, right? In New York City?"

"Ehhh… yes and no," Tony said, leaning back in his seat and smiling. "More like a… super-powered SWAT team. We handle the threats that are too big for the conventional police or military to handle. Like super-villains, monsters, aliens, that sort of thing."

Clark winced a little at the word "aliens."

"Get a lot of those kinds of things in New York, do you?" Clark asked.

"You'd be surprised," Tony replied.

"So what do you want with me, anyway?" Clark asked.

"Isn't it obvious?" Tony asked. "We're here to recruit you, son. We'd like you to join the team."

"Me?" Clark asked nervously, a tinge of panic setting in. Did these men know his secret? "But I'm just an ordinary kid from Smallville."

"Oh, right, of course," Tony said, playfully. "An ordinary kid who bench presses tractors, I guess. Heat vision, super hearing, speed, and, you know, our reports conflicted on this, but, can you fly?"

Clark quickly got to his feet. "Look, I think you guys have made a mistake here, I'm not who you think I am. I really think you should just leave."

"Clark," Steve spoke up. "I know what you're going through. I know what it's like to feel like you don't fit in. I don't know if you know much about me, but, I fought in World War II. At the end of that war, I wound up in a state of suspended animation, and wasn't revived until just a few years ago when these guys found me floating around in a block of ice off the coast of Newfoundland. So much has changed in the time that I missed, sometimes I feel like I'm on another planet. Almost everyone I knew and loved is gone. That has been very difficult to adjust to. But being a part of the Ultimates, putting on the Captain America costume and fighting for truth and justice, that's what keeps me going. It's what gets me out of bed every day. It allows me to feel that sense of purpose and belonging that was missing from my life. I know that you recently lost your father, Clark, and I'm sorry to hear that. But I know that means that you must be, now more than ever, trying to figure out your place in this world, and what you're supposed to do with your life. And from what these guys have told me about your abilities, I know that you would be a huge asset, not only to the team, but to people everywhere who need a hero to look up to."

"I concur," Thor said. "I have to admit, I was reluctant to join this team as well. Given the events of the past few years, I wasn't convinced that America made the best decisions in how it threw it's power around. So when they asked me to join a team of super humans, I flat out turned them down. But since then, I've come to realize that the Ultimates serve an important role, defending those who cannot defend themselves against the evil of the world." He gave Tony a playful jab on the arm. "Besides," he added, "as long as I'm on the team I can keep an eye on them."

Tony rubbed his arm where Thor had punched him. "So, what do you say, kid? Want to be a super hero?"

Clark shook his head. "Look, I'm really sorry that you came all this way and wasted your time like this. But like I said, I'm just an ordinary kid. Whether you believe that or not, I don't really care. But I really think that it's time you left."

Tony stood up. "Okay, okay," he said, shrugging and nodding. "I understand. I respect that. Please know that if you ever change your mind, the door is always open." He once again extended his hand to Clark for a handshake.

Steve and Thor exchanged concerned glances. Nick Fury had specifically ordered them not to come back without Clark Kent on the team. No way would Tony Stark give up this easily.

As Tony extended his right hand to Clark, he quietly slipped his left hand into his jacket pocket. Before they left for Smallville, Tony had taken the liberty of reading through all of the notes that their surveillance team had made about the young Mister Kent. One detail which they had neglected to tell Nick about was that, about two years ago, Clark had spent a summer in Metropolis under the influence of a ring that contained the personality-altering red meteor rock. During that time, the report detailed, Clark had pursued fast cars, trendy nightclubs, and gorgeous women, all three of which Tony knew something about. It had taken a little patience and a lot of money, but Tony had managed to track down one of the recalled Smallville High class rings that contained the red rock in question. He casually slipped it out of his pocket, and, as Clark extended his hand to Tony, onto Clark's ring finger.

"Oh, Clark, I should add one more detail," Tony said as he clasped Clark's hand in his. "As a member of the Ultimates, you would be something of a celebrity, you know. Parties at my mansion, lots of money, great looking girls, food, drink, and did I mention the great looking girls? You ever see that show on the E! Network, about the Playboy mansion? They were going to do it about the Stark mansion, but the stuff that goes on at these parties was just, as they say, too hot for TV. C'mon, Clark, what do you say? You'd be living the life of a star!"

Clark could feel the familiar burn of the red kryptonite radiation seeping its way through his veins. His eyes glowed red for a moment as the sweet poison took effect, numbing him to any sense of inhibition.

"What do I say?" Clark asked. He lowered his eyebrows and scowled at Tony. "I say, I think I already told you to get out of my house."

He grabbed Tony by the collar, hoisted him up, and threw him head first through the living room window.


	6. Chapter 6

Chapter Six

Chloe and Peter sat on the couch in the loft in the Kent barn.

"Okay, so what was that all about?" Chloe asked.

"I don't know, but it's definitely weird," Peter said. "I mean, Tony Stark and Steve Rogers don't just show up and your house like that. Those guys are like… I mean, they're superheroes!"

"So are you," Chloe pointed out.

"Oh, please. I'm not in the same league as those guys," Peter said. "Those guys are like the poster guys for the whole superhero culture. They're THE guys. They're like The Rolling Stones, and I'm like the band that opens for them."

"Hey," Chloe said, putting her hand on Peter's. "Being a little hard on yourself, aren't you?"

Peter shrugged.

"You know I check The Daily Bugle's website every day to see what you're up to," Chloe said.

"I'm sorry to hear that," Peter said, "seeing as the Bugle usually claims that Spider-Man was caught jaywalking or stealing candy from babies."

"Okay, anything that J. Jonah Jameson writes about you I take with the proverbial grain of salt. But, there is a decent amount of fact mixed in with the fiction. Who was that guy you fought last week? The flying guy?"

"The Vulture," Peter said, trying not to laugh. "You know what was really weird? He was actually this really old guy. I'm serious, he was an old man! I mean, he even had that old man smell to him! It was just so bizarre, he was just this old man who invented a suit with wings, and decided to become a criminal. I don't know where these guys come from."

They both laughed. Then, Chloe held up her hand, turning her head to the side.

"Do you hear that?" she asked.

"Hear what?"

"That sounds like a helicopter," she said.

"So?"

"Well, you may get a lot of them in the big city, but not too many fly over Smallville Kans--"

Just then, there was a loud crash from outside, like the sound of glass breaking, followed by a thud. Peter and Chloe sprang to their feet and ran to the window that overlooked the yard. There they saw Tony Stark, picking himself up off the ground, with shattered glass from the Kent living room window scattered everywhere.

"That can't be good," Peter said.

On the Kent lawn, Tony Stark scrambled to his feet and began shouting into a microphone concealed in his wristwatch. "Quartermain! Land the damn copter! Contingency plan alpha one bravo! Land, land, land!"

"Tony, what the hell happened?" Clay Quartermain's voice crackled in response over the watch radio.

"I think I pissed him off!" Tony yelled.

As Tony sprinted toward the helicopter that was landing in the field behind the house, Steve Rogers dashed out the door to check on his comrade. "Tony!" he yelled. "Are you all right?!"

The huge frame of the man known as Thor came flying through the door backwards, knocking Steve off his feet and sending him tumbling down the steps of the front porch. The two men landed in a heap on the front lawn. They looked up to see Clark Kent standing in the doorway, his eyes still burning red with anger.

"So you really want to know what powers I have, huh?" Clark yelled. "You had to come all the way out here, knock on my door, come into my home, and invade my privacy. Well, if you want a show, I'll give you one!"

Thor had just gotten to his feet when Clark marched down the porch steps, grabbed him by his t-shirt and raised him up into the air. Steve stood up and clamped his hand down on Clark's shoulder.

"Think about what you're doing here, son," Steve said.

Clark swung Thor around like a battering ram, hammering him into Steve and sending him flying across the yard. Steve slammed into a tree with a loud crack, shards of bark flying off like shrapnel. Clark grabbed Thor by the arm and spun around like an Olympic thrower getting ready to hurl a discus, then flung him straight through the barn wall, sending him crashing out through the other side.

"That's pretty impressive," a voice behind Clark said. It sounded slightly garbled, almost electronic. Clark turned to see a man covered from head to toe in a red and gold suit of mechanical iron armor. "Now chew on this." He raised his hand and unleashed a repulsor blast that knocked Clark right off his feet.

"Let me guess," Clark spat dirt out of his mouth as he rolled onto his side. "Iron Man?"

"Right on, kid. And I come bearing gifts." He gestured toward two large shipping containers that were currently sitting on the ground behind him. He pressed a button on his armor and they popped open. Inside one was a large circular shield with the colors of the American flag on it. Inside the other was a giant medieval looking war hammer.

Clark got to his feet and brushed the dirt off himself. Steve and Thor slowly walked up behind him, circling around him. Steve grabbed the shield. Thor grabbed the hammer. They took their places standing on either side of Iron Man.

"So this is how it is," Clark said.

"We didn't come here looking for a fight," Steve said, raising the shield in front of him.

"You shouldn't have come here in the first place," Clark replied. "Now get the hell off my lawn."

Clark dashed at the three men wildly, fists first. Thor swung the hammer upward, a wild electric blue energy crackling from it. The hammer made contact with Clark's chin, snapping his head backward. As Clark was knocked off balance, Steve swept his leg out and around, knocking Clark's feet from under him. Clark hit the ground, and Thor swung the hammer down right toward Clark's chest.

In a blur of super speed, Clark caught the hammer in his bare hand just before it struck. The blue energy that coursed through it burned his hand. Only two things had ever hurt him like this before. Kryptonite, and magic. Clark screamed. With a surge of strength, he pushed the hammer away, sending Thor reeling backward.

Clark sprung back to his feet once again. Iron Man shot another repulsor beam from his hand, which Clark dodged at super speed. He sped around behind Iron Man and shoved his fists into the back of the suit, ripping out a handful of wires and circuitry, sparks showering down around his feet. Iron Man twisted away and turned around, slapping his hands to either side of Clark's face. He released a jolt of electricity which ran through Clark's entire body. Clark gritted his teeth and punched Iron Man in the stomach, knocking him away and breaking the circuit.

Steve ran up the porch steps and jumped, pressing his feet against the railing and pushing off, propelling himself toward Clark. He brought the shield down toward Clark's head. Clark caught the shield, and took several steps backward as Steve wrapped one arm around Clark's neck.

"Alloy of adamantium and vibranium," Steve said, shoving the edge of the shield against Clark's throat. "Unbreakable."

Clark smiled. "We'll see."

Clark grabbed the back of Steve's jacket and threw him high into the air, spinning head over feet. He plummeted back toward the ground, head-first. Steve quickly crossed his arms in front of his head and closed his eyes, bracing himself for the impact. At the last second, a huge web shot out underneath him, catching him and breaking his fall. He bounced several times in the cushion of the web net.

Everyone stopped fighting and looked up to see a young man wearing a paper bag over his head, clinging to the roof of the Kent house.

"Who the hell are you supposed to be?" Thor asked.

"I'm the, uh… Amazing Bag-Man," he replied. He shrugged. "Hey, I'm improvising here." He leapt down from the roof and landed in a crouch beside Clark. "These guys aren't giving you any trouble, are they, buddy?"

"No," Clark said. "No trouble at all." In the blink of an eye, Clark was next to Thor again. Clark grabbed for the hammer to try to wrestle it away, but Thor held firm. The two struggled for control of the weapon, and the blue light once again crackled from it.

"Suuure," Peter Parker said from beneath the paper bag. It had been a last-ditch effort to conceal his identity while he used his spider powers to help Clark. A bit ridiculous, he knew, but he figured he might as well give it a shot. Peter leapt forward and did a flip in the air, then snapped his leg outward to deliver a roundhouse kick to Thor's head. Thor batted Peter away with one hand, never taking the other off the handle of the hammer.

Iron Man shot forward and caught Peter in his arms. He ripped the paper bag off Peter's head, and a camera in his armor snapped a photo of Peter's face.

"So much for that plan," Peter deadpanned. He fired a stream of webbing into Iron Man's face, then wriggled free and sprinted back toward Clark and Thor. Iron Man struggled to pull the sticky residue from his facemask.

"SEARCHING… MATCH FOUND," the mechanized voice of the suit's automated computer system rang in Tony Stark' ears.

"Who is it?" Tony asked the suit.

"SUBJECT NAME: PETER PARKER. ALSO KNOWN AS SPIDER-MAN," the suit's computer replied.

"Great," Tony said, ripping most of the webbing off his mask. "This just keeps getting better." He fired the rocket thrusters in his boots and took off into the sky, flying over the field behind the house.

Peter shot a webline at Thor's feet and yanked, sending the large man face-first into the dirt. He lost his grip on the hammer to Clark, who hoisted the hammer high in the air victoriously.

Clark winced. He felt the hammer growing very heavy. Something didn't make sense… he had lifted cars above his head with almost no effort, but now, he found he could barely keep the hammer aloft. He strained his muscles as he tried to keep his grip, the hammer slipping lower and lower. Finally, despite all his effort, the hammer fell from his hand and hit the ground with a thud.

"Only the worthy can wield Mjolnir," Thor said with a smirk, wiping mud from his cheek.

Clark heard something whizzing toward the back of his head. He spun around to see Steve's red white and blue shield heading straight for him. He brought his fist down on top of the shield, splitting it clean in half. The two halves of the shield veered off to either side of Clark, one embedding itself in the side of the house and the other sailing off into the field behind them.

Steve's jaw dropped. "That's not possible," he whispered. Clark smiled and winked at him.

Flying high above Smallville, Tony's Iron Man armor was running an analysis of the mineral content in the ground. "UNIDENTIFIED MINERAL DETECTED," the computer reported. "NOT OF EARTHLY ORIGIN."

"Color?" Tony asked the computer.

A moment. Then, the reply. "GREEN."

Tony rocketed back toward the earth.

Thor struck Clark across the face with the hammer again. There was a loud crack of energy like a bolt of lightning, and Clark's head snapped to the side. Peter leapt onto Thor's back, grabbing his arms and pinning them behind him.

"Why don't you pick on somebody your own size?" Peter asked.

Steve leapt up and grabbed onto the overhanging limb of a nearby tree, then swung over Clark's head, connecting his foot with Peter's temple. The force of the blow knocked Peter off Thor's back and left him unconscious on the ground. Clark didn't wait for Thor to take another swing with his hammer, however. A quick super-powered shove, and Thor was on the other side of the field.

"Hey, Thor!" Iron Man cried as he flew overhead. He lobbed a green, glowing chunk of meteor rock in Thor's direction. "Batter up!"

Thor reared back with the hammer, summoning all his strength. "ODIN!!" he yelled, his booming voice shaking the ground like thunder as he hurled the hammer at the kryptonite. The hammer shot off blue sparks as it tore through the air. It struck the kryptonite with such force that it vaporized it, sending a cloud of green dust flying in it's wake. The hammer struck Clark in the stomach, knocking the wind out of him. As he gasped for breath, he inhaled a huge cloud of kryptonite dust. He fell to his knees, coughing and choking. His hand clutched at his throat, trying desperately to breathe in precious oxygen, even as he felt his windpipe closing up in response to the deadly kryptonite vapor. After a moment of struggling for air, Clark slumped to the ground, unconscious.

Iron Man landed on the ground next to Clark's unconscious body. He knelt down and removed the red kryptonite ring from Clark's hand. "Well boys, that went over like a fart in church." He dropped the ring on the ground and stomped on it, crushing it. "Anyone else feel like a drink?"

Clay Quartermain slowly walked over to the group, having left the relative safety of the helicopter now that the fighting had finally stopped. He stared at the unconscious Clark Kent and Peter Parker. "Fury is going to kill you guys," Clay said.

Peter Parker woke up to Chloe Sullivan shaking him violently.

"Peter, wake up! Please wake up!"

He blinked a few times and the world slowly came into focus. He was laying on the Kent lawn among broken glass, splinters of tree bark and other remains of the wild brawl that had broken out a few minutes earlier. He shook his head and sat up, rubbing his temple where he'd been kicked by Captain America.

"What happened, Chloe?" Peter asked. "Where's Clark?"

"Those men took him! They carried him into the helicopter!" She was hysterical, near tears. "What are they going to do to him?"

"I don't know," Peter said. "But they're not going to hurt him."

The helicopter had just lifted off from the field behind the house a moment ago, and was passing by overhead.

"How do you know?" Chloe cried.

"Because," Peter replied. "I'm not going to let them." He fired off a webline, which stuck to the tail boom of the helicopter as it whizzed by. Peter grabbed the web tightly, and, a second later, he was yanked from the ground as the copter flew higher into the sky.

"Peter!" Chloe yelled.

She reached out for him, but it was too late.

The helicopter flew farther and farther away, unaware of the extra passenger that was hitching a ride via webline.


	7. Chapter 7

Chapter Seven

Ryker's Island. Harry Osborn looked up from his cot as he heard the sound of footsteps coming down the hallway once more. In the cell across from Harry's, Wilson Fisk smiled and nodded his head.

"Don't get too comfortable, Osborn," Fisk said.

Harry got up from his cot and walked to the bars of his cell. Two guards approached Fisk's cell. A third guard, with a goatee, stood at the end of the hallway, taking notes on a clipboard.

"All right, Kingpin," one of the two guards said. "Time for your daily hour of exercise." He unclipped a set of keys from his belt.

"Actually, Mister Fisk's recess time has been extended today, lads," the guard at the end of the hall said in an Irish accent. The other two guards turned and looked at him quizzically. He dropped the clipboard and hurled his pencil like a dart. It flew down the hall and plunged into the jugular of the guard with the keys. He clutched his throat and fell to the floor, blood spurting from his neck.

The second guard reached for his gun, but before he could draw it, the guard at the end of the hall pulled a second pencil from behind his ear and hurled it, bouncing it off the bars of Harry's cell and sending it straight into the other guard's left temple. He fell to the ground, dead.

The guard at the end of the hall removed his cap, revealing a scar in the shape of a targeting sight carved into his forehead. "Double bullseye," he said with a wicked grin. He tossed the cap on the ground and sauntered over to the dead guards, prying the keys out of the first guard's hand.

"Right on schedule, Bullseye," Fisk said.

"A pleasure to be workin' with ya again, Mister Fisk," Bullseye replied. He unlocked Fisk's cell, then kicked the bodies out of the way so he could slide the door open.

Fisk strolled out of his cell, rubbing his hands together. "The air is sweeter when it's free, my friends," he said. "Bullseye, Mister Osborn here will be joining us." He gestured to Harry's cell. "At least, I believe he will?"

Harry could feel the Goblin laughing in delight deep inside his skull. "Yes," Harry said. "I'm in."

"Fair enough," Bullseye said, jingling the keys a few times before unlocking Harry's cell. "Now I suggest we be goin'. This ain't exactly a bed and breakfast, Kingpin."

"Not so fast," Fisk said, holding up his hand. "We've got a few other guests to check out before we go."

"Just how many were you planning on including in your sinister syndicate, Fisk?" Harry asked.

Fisk smiled and stroked his chin. "I think six is a good number, don't you, Mister Osborn?"

The Triskelion, New York City. Home base of The Ultimates. Nick Fury sat across from Doctor Garner in the lounge, sipping a glass of cognac.

"What do you think of the Courvoisier, doc? It's from Napoleon's personal collection," Fury asked, swirling the ice cubes around in the glass.

"It's great, General Fury," Garner replied. "But I don't think you invited me into one of the most secure buildings in the world just for cocktails."

"You have to be pretty smart to work at the Summerholt Institute, I guess," Fury replied. "But you're correct. I wanted to discuss your last project at Summerholt. The one that ended with you in a coma."

"What about it?"

"Well I happen to know that the subject of that project was one Clark Kent, and that it was authorized by one Lionel Luthor."

Garner took a sip of the cognac. "And how could you possibly know that?"

"I have the highest security clearance of anyone in the United States, Doctor Garner. That opens a lot of doors."

"What exactly is it that you want to know?"

"I want to know who this kid is, and what you know about him."

"Well, I--"

Just then the door to the lounge burst open, and Tony Stark and Steve Rogers rushed in, carrying the unconscious body of Clark Kent between them.

"Nick, we've got a situation!" Steve yelled.

"What the hell?!" Nick sprang to his feet, spilling his glass of cognac on the floor.

"He inhaled a vaporized form of that green meteor rock," Tony explained as they laid Clark out on a nearby table.

"I asked you idiots to recruit this kid, not kill him!" Nick bellowed. He quickly whipped out a walkie talkie. "I need a medical team to the lounge, pronto!" he screamed into the walkie. Then, to Steve and Tony, "Someone better start explaining, right now!"

"He wasn't as eager to come with us as we'd hoped," Tony said.

"So you kidnapped him?!" Fury yelled.

"There was a fight, Thor blasted one of the meteor rocks with his hammer and Clark breathed in some of the dust," Steve explained. "We couldn't just leave him there, we didn't know if he'd survive."

"Where's Thor now?"

"He said something about needing to get back to Asgard," Tony said.

"That guy is nuttier than a damn squirrel's nest!" Fury yelled. He got the walkie talkie back out and screamed into it. "I said pronto!!"

"Yes, well, I'm going to be leaving now," Garner said, setting down his glass of cognac and heading for the door.

"Not so fast, son!" Fury said, grabbing his arm. "You may be the only one in the world who's operated on this kid before. You're not going anywhere!"


	8. Chapter 8

Chapter Eight

Clark awoke on a bed in the Triskelion's sick bay, surrounded by Nick Fury, Tony Stark, Steve Rogers, Clay Quartermain and Doctor Garner. He blinked a few times, unable to immediately process the faces he was seeing.

"He's awake," Nick said. "Thank God, I wasn't sure that would work."

Clark sat up. "Where am I?"

"You're at the Triskelion, Clark," Tony said. "It's the Ultimates' base of operations. Sorry to drag you here like this, but you inhaled some dust from one of those meteor rocks, and we weren't sure you'd--"

"What's HE doing here?" Clark asked, noticing Doctor Garner.

"Relax kid," Fury said. "This guy just saved your life."

"We used radiation to burn the invading substance out of your system," Garner explained. "Like chemotherapy."

"Well, considering he almost killed me before, I guess that makes us about even," Clark said gruffly. The memory regression experiments that Garner had done on Clark at Summerholt involved immersing him in a tank of what was essentially liquid kryptonite. The experiment had caused Clark to go into super-powered seizures, triggering a series of explosions in the lab that had left Garner in a coma.

Just then, something caught Steve Rogers' eye. In a flash, he grabbed Clay Quartermain's gun from the holster on his hip, spun around and aimed it at a dark corner of the ceiling.

"Show yourself!" Steve yelled. Everyone looked at him like he'd lost his mind.

Slowly, something moved toward them from the darkness. It quickly became apparent that it was the figure of a man, crawling along the ceiling. The man dropped down onto the floor in front of them and into the light. It was Peter Parker.

"I just wanted to make sure you weren't going to hurt Clark," Peter said, holding his hands up. Steve lowered the gun, then handed it back to Clay.

"Anything else you guys wanna tell me about this mission today?" Nick said with a sigh.

"Nick, this is Peter Parker," Tony said. "He's--"

"Spider-Man. I know," Nick finished.

Peter was surprised. "How do you know who I am?"

"Kid, we knew who you were within 24 hours of your first public appearance as Spider-Man," Nick explained. "We have a whole team of guys whose sole job is to keep tabs on all the costumed super-powered weirdos who pop up. That way we can determine who is a threat, and who isn't."

"Oh, yeah?" Clark said, getting up off the bed. "Well, I know who you are too, General Fury." He walked right up to Nick. "Don't think I don't remember you. You were there that day the Green Goblin was flying around New York, dragging Lex Luthor behind him. You were the one who gave the orders to kill him, even if it meant killing Lex and Spider-Man along with him."

"Two of my best field agents, Hawkeye and The Black Widow, both had clear opportunities to take the Goblin out," Fury said. "Then, lo and behold, you show up and catch an exploding arrow in your bare hands, and melt Widow's laser cannon just by looking at it."

"I wasn't about to let you hurt innocent people," Clark said, glaring at Fury.

"When a threat like the Green Goblin shows up, we make it our job to take that threat out quickly, efficiently, and without civilian casualty," Fury said. "If we have to go for two out of three, we opt for quickly and efficiently. We'd seen before what the Goblin could do to this city, we were not about to give him a second chance."

"Well that's not acceptable," Clark said. "You call yourselves heroes. A real hero wouldn't let anyone get hurt. You have to hold yourself to a higher moral standard than that. You have to be better than the enemies you fight."

"Well that's real nice if you live in fairy tale land, kid," Fury said. "Why don't you spend a few minutes alone with Captain America and let him tell you about some of the things he saw in World War II. Or let Tony tell you about the time he spent as a P.O.W. There are evils in this world you've never had to face, son. Sooner or later you'll learn that sometimes you have to be just as ruthless as your enemies in order to win, and ensure the greater good for the rest of the world."

"And sooner or later you'll learn a lesson, General, that a good friend of mine once told me." Clark glanced back at Peter for a moment, then turned and looked General Fury in the eyes. "And that is that with great power, comes great responsibility." Clark turned and headed for the door. "C'mon, Pete. Let's get out of here."

"Clark," Fury called after him. "There is one more thing we'd like to ask you, as long as you're here."

Clark stopped. "What's that?" he asked, not bothering to turn around.

"We found an artifact in Addis Ababa some time ago. It has some writing on it that we've never been able to decipher. We've consulted everything from ancient hieroglyphics to the Rambaldi notebooks, but it doesn't match up with anything we've ever seen," Fury said. "That is, nothing except the writing in the caves beneath Smallville."

Clark slowly turned and faced General Fury.

"Clark," Tony spoke up. "Can you really read that language?"

"Even if I could," Clark said. "Why would I tell you what the artifact says?"

"Because I won't show it to you unless you agree to tell us," Fury said. "And I have a feeling you want to know just as bad as we do."

"How do you know I won't just grab it and run off, or give you a fake translation?" Clark asked.

"Yeah, I suppose you could do that," Fury said. "But after that great speech you just gave me about having a higher moral standard, that would make you something of a hypocrite, now wouldn't it?"

Clark looked at Peter, then back at Fury. He paused for a long moment as he thought it over. Fury had him. If he really did have an artifact with Kryptonian writing on it, then Clark needed to see it. Maybe it could tell him something more about his home world, and what his purpose on earth was.

"Okay," Clark said, reluctantly. "Let me see it. I'll tell you what it says."

Nick Fury nodded to Quartermain, who stepped out of the room for moment. He returned a minute later, carrying a metallic cylinder. It was roughly a foot long and about six inches in diameter. Carved into the side of the cylinder was a series of Kryptonian symbols.

Quartermain handed the cylinder to Nick, who held it out in front of Clark.

"Can you read this?" Nick asked.

"Yes," Clark said. He read the symbols over and over, understanding what they said but not entirely what they meant.

"Well? What does it say?"

Clark reached out and took the artifact from Nick's hands. He read the message aloud, slowly. "It says, 'This is The Eradicator, the creation of Jor-El. Its purpose is to preserve the glory of Krypton.'"

"Do you know how it works?" Tony asked.

Clark turned the cylinder over in his hands. On the end of the cylinder was a recession in the shape of an octagon, like a keyhole.

"Yeah," Clark said, quietly. "I think I may have an idea."


	9. Chapter 9

Chapter Nine

Nick Fury, Steve Rogers, Tony Stark, Clay Quartermain, Doctor Garner and Peter Parker all sat around a table in the main control room of The Triskelion. The metal cylinder lay in the center of the table. At the front of the room was the main computer system, a truly impressive collection of high tech equipment and monitor screens showing a constant feed of the major cities in the U.S., and continuous updates on the locations of various super powered individuals.

Fury looked at his watch. "You think he's coming back?"

"It'd be awful rude of him to stand us up," Tony said, leaning back in his chair and interlacing his fingers behind his head.

"So how come you guys never asked me to be in the Ultimates?" Peter asked.

"Bad publicity, kid. Plain and simple," Fury said. "Thanks to the Daily Bugle, most people in New York think you're a… what is it they call you? 'Wall-crawling menace'?"

"Great," Peter said, burying his face in his hands. "Remind me to send Jameson a thank you card."

The door slid open and Clark Kent walked in, holding a metal octagonal disc. Everyone at the table stood up.

"That's it?" Fury asked, looking at the disc.

"That's it," Clark replied.

Fury picked the cylinder up off the table. He looked at the octagonal recess in the cylinder, then back at the disc in Clark's hand. "Seems simple enough," he said.

"General, I don't know if this is such a good idea," Steve spoke up. "I mean, we don't know exactly what this device will do."

"We have in our hands one of the last relics of a lost world, Cap," Tony said. "Actual technology from another planet. You can't just use something like that as a paperweight."

"I'm with Tony," Fury said. "I want to see what this thing does." He extended the device to Clark.

Clark looked around the room. With the exception of Peter Parker, he didn't trust any of the faces he saw. But, this was all on their terms. They had the artifact, and if Clark wanted to see what message it might contain for him, he had to do this in front of them. He didn't like it, but it was important enough to him to see what the Eradicator was that he was willing to go through with it. He carefully pressed the octagonal disc into the recess on the end of the cylinder.

The artifact began to shake. A soft glow emanated from it, and it slowly began to rise out of Fury's hands. Then, hovering in midair, the cylinder opened up, revealing a pulsating yellow light inside.

Suddenly, the metal cylinder splintered itself into about a dozen small metal shards, and they flew straight for the central computer in the front of the room. The shards embedded themselves deep within the circuitry of the computer. Sparks flew, and the lights in the room dimmed. The pulsating yellow light still hung in the center of the room, but it began to expand and take a new form. After a few moments, the light took on a form that was vaguely human. It continued to pulsate and grow ever brighter. Everyone except Clark had to shield their eyes.

"My… form… is… disorienting… to you…" the pulsating light said. Its voice was a low monotone, with a hollow echo to it. "This… is… easily… remedied."

The glowing form dissipated, and a bolt like lighting shot down from the ceiling, straight into Doctor Garner. Garner screamed, sparks flying from his mouth. His eyes rolled back in his head. He started to fall, but then seemingly caught himself. He blinked a few times, then opened his eyes wide. His eyes now glowed yellow like the pulsating light.

"My… natural form is… merely a collection… of electromagnetic energy," Garner said, the hollow voice now coming from his mouth. "This body… will provide… a suitable host… for the time being."

"What are you?" Fury asked, warily.

"I am the Eradicator," the voice continued to speak through Garner. "I am the creation of Jor-El of Krypton. I am an artificial intelligence created to preserve the glory of our planet." His speech was coming more easily now, the Eradicator quickly adapting to speaking the English language. He walked towards Clark. "Hello, Kal-El. I am sorry we were separated for so long. I was supposed to land with your space ship when you were an infant. I must have been knocked off course during my flight through space."

"Um, if you're controlling Doctor Garner's body, then… where's Doctor Garner?" Clark asked.

"His consciousness has been… compartmentalized," the Eradicator replied. "Do not concern yourself with him. His mind will be restored when I take leave of his body. Kal-El, there is much I have to show you of your home world. Would you like to see Krypton?"

"You can show me Krypton?" Clark asked.

The Eradicator silently placed a hand on Clark's forehead. Instantly, Clark was filled with a vision that took his breath away.

He was on Krypton. He was standing in front of a great palace made of crystal, just like his Fortress of Solitude. As he looked around, he saw that the whole city was made this way. In the sky, a huge red sun was just setting, turning the sky brilliant shades of crimson and scarlet that he had never seen before. The way the light reflected off the crystal palaces was awe inspiring.

Clark took a deep breath and realized that all of his senses functioned within this vision. The air smelled cleaner and more pure than any breath of fresh air he'd taken on earth. He reached out and placed a hand gently on one of the huge crystals that made up the palace before him. It felt pleasantly cool to the touch. Kryptonian symbols engraved in the crystal revealed that this was the Great Hall, a gathering place for the council of elders.

Inside, he could hear voices. He realized, to his astonishment, that he had never heard the spoken Kryptonian language before. It had a beautiful, almost melodic sound to it. He was drawn to it instinctively.

As he entered the hall, though, things became fuzzy, and the vivid world around him started to fade. Everything spiraled into darkness for a moment, and then he was back in the Triskelion again, the Eradicator withdrawing his hand from Clark's forehead. Clark grabbed the Eradicator's arm.

"Wait," Clark said. "Show me more. I want to see what's inside the Great Hall."

"Patience, Kal-El," the Eradicator replied. "I will show you all you wish to see of Krypton. But not here in front of these humans." He started to lead Clark out of the room, but Nick Fury clamped a hand down on his shoulder.

"Not so fast," Nick said. "You're property of the United States Government. Anything you want to show him, you can show all of us, and you can do it on our terms."

"I see," the Eradicator replied. He calmly grabbed Fury by his belt buckle, and single-handedly hoisted him up high above his head.

"Hey, what the--?!" Fury gasped.

"I must correct you, General Nicholas Fury. I am, in fact, not the property of the United States Government. Attempt to assert your ill-conceived notions of authority over me again, and you will face severe physical consequences."

The Eradicator set the somewhat rattled Fury down again.

"How… How did you know my name?" Fury asked.

"A cursory scan of your computer files," the Eradicator replied.

"You're tapped into our computer?" Tony asked.

"I am capable of interfacing with the most complicated technology on Krypton. To interface with your Earthly technology is elementary to me."

Nick, Steve, Tony and Clay all exchanged concerned glances, wondering exactly what other files this Eradicator thing was currently tapping into.

"Kal-El, I am concerned," the Eradicator said. Clark was surprised to notice, however, that Garner's lips were no longer moving. The voice seemed to be coming from all around him, rather than from Doctor Garner's body. "I am using the computer system in this room to broadcast my voice at an ultra-high frequency that only you can hear. These humans… Nicholas Fury and these 'Ultimates'… the information contained in the databases on their computer disturbs me. They have files on dozens of super-powered individuals, along with specific plans on how to incapacitate or kill them if they prove threatening. They also have details of the defense systems of many countries considered to be their enemies. These individuals may warrant close observation. I believe them to be very dangerous."

Clark thought back to something Thor had said when they had come to Smallville to recruit him. "As long as I'm on the team I can keep an eye on them." Maybe there was more wisdom in those words than Clark had realized at the time.

Clark stepped forward, approaching Nick Fury.

"General Fury…" Clark said, slowly. "Does your offer for me to join the Ultimates still stand?"

"Of course it does," Nick said, cautiously. "But what's the catch?"

Clark looked once more around the room, and at the men surrounding him. He wasn't sure he could trust any of them… except for one.

"The catch is, I'll join the team…" Clark said, looking over his shoulder at Peter Parker. "…if you take Spider-Man, too."


	10. Chapter 10

Chapter Ten

Jason Macendale fumbled for his keys in the dim lighting of the parking garage, muttering to himself. Finally finding them, he then flipped open his cell phone as he approached his car. Half a dozen missed calls, all of them from Lex Luthor. Jason let out a long sigh. Lex was not giving up, and he was getting more and more frantic about finding the missing link in the Goblin formula, convinced that Jason was holding out on him.

Jason snapped the cell phone shut and returned it to his pocket, then unlocked his car. He stole a glance over his shoulder as he opened the door. He'd had the distinct feeling that someone had been following him all night. He wasn't sure if it was just paranoia, or if Lex had actually stooped to having someone tail him. Neither would have surprised him. Jason slumped into the driver's seat and slammed the door shut.

"Hello, Jason," came a voice from the back seat.

Jason nearly jumped right out of his skin. "Who the hell--?!"

A hand clamped over Jason's mouth from behind him, and the sharp blade of a very large knife pressed firmly against Jason's jugular.

"In a moment, Jason, I'm going to remove my hand from your mouth," the voice said. "And I want you think very carefully about the next words that come out of it, because they very well could be your last. After Harry Osborn went to jail, you were the one who arranged the sale of OSCORP's assets. And I'm guessing the sale of Norman Osborn's Green Goblin formula was not on the official corporate ledger. Now, who did you sell the formula to?"

The hand was removed from Jason's mouth.

"H-H-Harry..? Is that you??"

The hand was slapped over Jason's mouth again, and knife pressed tighter against his neck.

"Now I just told you to think carefully about what came out of your mouth," the man behind him said. "So let's try this again. Who did you sell the formula to? I want an answer this time, or I slit your damn throat."

The hand was removed again.

"Lex Luthor," Jason said quickly, his palms dripping sweat. "I sold it to Lex Luthor!"

"Thank you, Jason," the man behind him said. "Now, I'm going to give you five seconds to convince me not to kill you anyway, for being such a traitorous piece of slime."

"I can take you to it!" Jason cried in a panic, shaking. "I know where the formula is! It's at Luthorcorp! I have a key card that can take us there in the elevator! Please don't kill me, I'll take you to the formula!"

There was a brief moment of hesitation. Then, the blade was removed from Jason's neck. Jason could hear the man behind him settle down into the back seat, and he stole a quick glance in the rearview mirror. Harry Osborn's face smiled back at him.

"It's a long way to Metropolis," Harry said. "Start driving."

Back at the Triskelion, Clay Quartermain was leading the two newest Ultimates on a tour of the facility. He led Clark Kent and Peter Parker down a long corridor, deep within the lowest level of the complex.

"We usually only allow people with special security clearance down here," Clay explained. "But, General Fury felt it was important for the two of you to see this." He punched a code into a panel next to a large steel security door. The door slid open, and Clay led Clark and Peter into another room.

At the far end of the room was a cell enclosed by a wall of six-inch thick plexiglass. Inside the cell, a man wearing blue jeans and a red flannel shirt sat reading Ayn Rand's "The Fountainhead." Wires and electrodes were stuck all over his body, hooked up to an array of equipment that was monitoring his vital signs. The man looked up from his book.

"I hope you don't mind some visitors, doc?" Quartermain asked.

He smiled and slid a bookmark in to keep his spot. "I'd love some."

"Who is this?" Clark asked Quartermain.

"Gentlemen, I'd like you to meet the Ultimates' best-kept secret," Clay said, gesturing to the man in the cell. "This is Doctor Banner. Doc, this is Clark Kent and Peter Parker. They're the newest members of the team."

Doctor Banner rose and took a few steps toward the glass. "It's a pleasure," he said.

"Doctor Banner…" Peter said. "That name sounds familiar. Banner… physician, scientist?"

"Why are you locked up in there?" Clark asked. "Are you sick?"

"In a manner of speaking," Banner replied.

"You boys may remember the first major public appearance of the Ultimates was fighting a big green monster in the middle of Times Square," Quartermain said. "A monster that the media dubbed 'The Incredible Hulk.'"

"Yes… I remember that," Peter said, nodding.

"What we have kept from the media since then is the fact that the Hulk is actually our very own resident scientist," Clay continued.

Peter took a step toward the glass. "…You're the Hulk?"

Banner looked away. "Yes," he said, quietly.

"How is that possible?" Clark asked. "I mean, you look just like an ordinary guy."

"A failed experiment," Banner said, sounding almost embarrassed. "I was recruited to help Nick Fury create the next super soldier, before we found and revived Captain America. I was searching for a way to tap into the hidden strength that all humans have during times of extreme danger or stress. I did an experiment, on myself, and now, whenever I get angry, I transform into the creature. The Hulk. The creature is driven by rage. I can't control it."

"And this equipment that's monitoring you?" Peter asked.

"To make sure I don't transform. It can happen even in my sleep, if I have a bad dream. They keep me under heavy sedation most of the time, to prevent the change."

"This glass," Clark said. "If you changed… it could hold you?"

"I doubt it," Banner replied. "At best it would buy a few seconds for Fury to put the Triskelion on full security alert."

"You can understand why we want to keep this a secret," Clay said. "If people knew that the great menace that the Ultimates saved them from was actually someone on their own payroll, well…"

"Yeah, we get it," Clark said.

As Clay led Clark and Peter back down the corridor a few minutes later, Clark shook his head.

"You shouldn't keep him locked up like that," Clark said. "It isn't right. What kind of life is that?"

"First of all, we keep him locked up for the safety of everyone around him," Quartermain replied. "And secondly? It was his idea. The cell, the sedatives, the monitoring systems, all Doctor Banner's own designs."

Clark was hard pressed to come up with a reply.

"What's down there?" Peter asked, gesturing to a door marked Cell 47. Beside the door was sign which read ABSOLUTELY NO METAL BEYOND THIS POINT. Just visible through a window next to the door was a long platform which seemed to be made entirely of plastic.

Clay started to reply, but was interrupted by the squawking of the walkie talkie on his belt.

"Quartermain," Nick's voice blared over the radio. "I need the boys back up to the main deck, right now!"

Several minutes later, Clark and Peter stood in front of Nick Fury in the main control room. Nick typed some commands into the central computer, and a schematic of a shipping dock appeared on the screen behind him.

"Looks like you guys are gonna get some field experience tonight," Nick said. "I've got a special assignment for the two of you. This is a dockyard in the Chelsea shipping district. We just received intel that an exchange is going down there tonight. One of Intergang's New York cells has arranged a meeting with some representatives from the Silvermane crime family. All parties involved are known to have very itchy trigger fingers, so if either side smells a double-cross, this could turn into a blood bath real quick. However, even if things go smoothly, this could be one of the biggest drugs-for-weapons exchange deals in history."

Nick clicked a few more keys and a series of images popped up over the dock schematic.

"Any or all of the individuals you see pictured here could be present at this exchange," Fury continued. "Vincent Edge II, son of the late Morgan Edge, and suspected current head of Intergang's Metropolis cell. Bruno Manheim, current head of Intergang's New York cell. Bill Church Senior of The Church Group, a known affiliate of Intergang. Hammerhead, Silvermane's right hand man and bodyguard. And, last but not least, Silvio 'Silvermane' Manfredi himself, head of the Silvermane crime family. If any of these individuals are present, they are to be apprehended and brought in for further questioning."

"Are you sure you want to put us on this job?" Peter asked. "I mean, why not send Cap or Iron Man or someone?"

"This kind of thing isn't really their game. Besides," Fury said, a smile crossing his lips. "I'm looking forward to seeing what you two kids can do. Now go suit up."

Clark raised an eyebrow. "…Suit up?"

Across town, Chloe Sullivan stepped off the Greyhound bus and pulled her jacket tight as a cool New York breeze blew across her face. She looked around the busy bus station as people rushed around in a hurry, yelling and cursing as they checked their watches and waited impatiently for their buses.

"Excuse me," she said, grabbing the attention of one passerby. "Can you tell me how to find the Ultimates?"

The man laughed and replied in a thick New York accent. "Yeah, sure kid. Get super powers and start trashin' the city." The man walked off chuckling at his own cleverness.

Chloe sighed and shook her head. Maybe finding her friends wasn't going to be as easy as she thought.


	11. Chapter 11

Chapter Eleven

Luthorcorp plaza, Metropolis. Jason once again waved his identification card in front of the screen on the elevator wall, then pressed his thumb against the screen. The only difference from the last time he'd been in this elevator was that it was now the middle of the night, and this time he was not alone. Standing next to him was Harry Osborn, wearing a long trench coat and brandishing a large knife.

The screen displayed the message "Identity Confirmed: Jason Macendale." The elevator began to rise.

"Didn't realize you were a regular guest around here, Jason," Harry scoffed, his eyes digging into Macendale with a burning hatred. "I never knew you and Lex Luthor were so close."

"We're not," Jason said, keeping his eyes on the knife. "It was strictly a business deal. Luthor wanted the formula, I was in a position to sell it, I figured I'd make a few bucks. When you have an opportunity like that, you take it." The way Harry was glaring at him made him extremely uncomfortable. "Look, I took you to it, didn't I? I'm helping you, right?"

"We'll see."

After a few moments, the elevator reached Level 33.1, and the metal doors slid open, revealing the science lab. Harry took a few slow, deliberate steps out of the elevator, taking in the scene around him. His eyes went wide as he approached the metal vat that contained the formula he craved. He stared at the racks behind the vat, holding row upon row of canisters filled with the formula.

"Luthor made all this?" Harry asked, shocked.

Suddenly, an alarm started blaring and lights began to flash brightly all around the science lab. Harry whirled around and glared at Jason, eyes wild.

"I didn't do it!" Jason screamed, throwing his arms over his face and cowering in the corner of the elevator. Harry stomped forward and grabbed Jason, hauling him roughly out of the elevator and shoving him to the floor.

A sudden movement on the other side of the lab caught Harry's eye. A scientist who must have been working late scampered across the lab like a rodent dodging traffic on the highway. Realizing he must have been the one to trip the alarm, Harry hurled the knife at the fleeing scientist. The knife just missed the man as he dove under a table, the blade embedding itself in the wall.

"Doesn't matter anyway," Harry muttered, wandering over to the rack of canisters. "I've got what I came for."

A small battalion of security guards sporting protective shields quickly filled the lab, guns drawn. "Freeze!" yelled one of the guards, as red laser sights danced across Harry's back.

Harry casually removed one of the canisters from the rack and turned it over in his hands several times.

"You're wasting your time, Osborn," Lex Luthor's voice said from the back of the lab. The squad of security guards slowly parted, making way for Lex to stroll to the front of the pack. "Macendale screwed us both. He sold me a fake formula."

"Fake?" Osborn asked, not bothering to turn and face Lex. He knew the formula was authentic. Just being near it, he could feel the very same formula running through his veins, screaming out for more. "What makes you think it's a fake?"

"We've injected dozens of test subjects with it," Lex replied. "It hasn't worked, not even once."

Harry had to laugh. "Well, Lex, that's your problem right there." He finally turned around to face Lex and the security guards, who still had their guns trained on him. Harry threw off his trench coat, revealing a new, revamped version of the goblin armor underneath, and a satchel slung over his shoulder. He took the canister in his hand and inserted it into a compartment built into the armor's forearm.

"You don't inject it," Harry continued, pressing down on the canister. The armor instantly converted the liquid into a gas, which sprayed out of a nozzle beneath Harry's chin, allowing the gas to waft up and fill his mouth and nostrils. He breathed it in, deep. "You inhale it."

A wave of cold dread filled Lex Luthor as he realized the mistake he had made. The formula was real, and Harry Osborn had just given himself a full dose of it. Lex turned and scrambled back behind the pack of security guards. "Shoot to kill!" Lex screamed, ducking for cover.

The guards opened fire with a hail of bullets as Harry's armor expanded to form a helmet over his head, sporting the familiarly chilling grin of the Green Goblin. As the serum coursed through Harry's veins, he could feel the demon inside of him taking full control once more. He laughed the maniacal laugh of a man who has fully embraced his own insanity.

The Green Goblin charged straight at the security guards as bullets bounced off him and ricocheted around the room. As the formula endowed him with his old familiar manic strength, he tore into the guards with a crazed fury. The Goblin ripped the gun from one of the guards' hands, then unleashed a hailstorm of bullets that tore through several of the men. He laughed as a streak of red spattered across the green of his armor.

Jason slowly crawled toward the elevator, bathed in sweat. His hand trembled as he reached up, desperately searching for the button. His shaking fingers finally found the button and pressed it.

"Come on," he whispered. "Please… please…" He noticed to his horror that the sound of the gunfire had stopped.

A hand grabbed Jason by the arm and yanked him away from the elevator, just as the doors slid open. He was pulled to his feet, and found himself staring into the crazed yellow eyes of the Green Goblin.

"Sorry, Jason," the Goblin snarled. "But when you have an opportunity like this, you take it." With that, he lifted Jason up over his head, then savagely hurled him right into the metal vat of goblin goo.

As Jason thrashed around in the vat, the Goblin removed a pumpkin bomb from the satchel he wore. He twisted the top, arming it as it lit up and whined to life. Then, as the Goblin walked away from the vat, he casually tossed the bomb over his shoulder with all the care of a man discarding an apple core. The bomb banked off the side of the vat and landed with a small splash right next to the frantic Jason Macendale. The resulting explosion a moment later sent goblin formula spraying all across the lab like a tidal wave. The racks behind the vat toppled over like dominoes, the canisters shattering and spewing their green contents all over the floor.

The Green Goblin sprinted toward a huge plate glass window at the back of the lab. Then, he threw his arms out and crashed through the window head-first, plunging toward the street below like an Olympic diver. He continued laughing as he twisted around and somersaulted in the air, righting himself just in time for his feet to slam down onto the newly refurbished Goblin glider that had silently swooped in underneath him from below and caught him in mid-fall. The glider dropped down and flew low over the streets of Metropolis as citizens ran screaming, then rose back into the sky as the Goblin flew away, cackling off into the horizon.

Back inside the Luthorcorp building, Lex Luthor sprinted down a corridor behind the science lab toward a large steel hangar door with a green triangle logo emblazoned on it.

One of Luthor's top scientists, Dabney Donovan, ran after him. It was he who had set off the alarm when Harry broke in. "Mister Luthor! It's over! The Goblin is gone! He jumped out the window and flew off on his glider!"

"This isn't over, Donovan!" Luthor yelled back. He reached the hangar door and slapped a large red button beside it. The door slowly cranked open with a loud clanking sound.

Inside the hangar was a green and purple battle-suit.

"It's not over by a long shot," Lex whispered.


	12. Chapter 12

Chapter Twelve

Two figures were perched on a rooftop overlooking the Chelsea shipping district. One, crouching down, wore a familiar red and blue costume with a black spider logo and webs radiating out from the chest. The other, standing, wore black leather with a splash of blue down the torso, and a translucent yellow visor over his eyes.

"You really think a pair of glasses is going to keep people from knowing who I am?" Clark Kent asked, adjusting the visor.

"First of all, it's a visor, not glasses," Spider-Man replied, leaning back on his heels and wrapping his arms around his knees. "And second? Yeah, it works. You'd be surprised how much obscuring your eyes does to keep from recognizing someone, and I can't even see your eyes through that thing."

"I don't know about the whole costume thing, anyway."

"Relax, man, you look awesome! I figured I'd make it easy on everyone and just keep my regular old costume, but now I'm starting to reconsider. How do you think I'd look in a black costume?"

"Eh… I think the red and blue suits you better."

"Yeah, you're probably right."

They were silent for a few moments, gazing out over the piers below, each wondering how long they'd have to wait here before something happened.

"How's Mary Jane?" Clark finally asked, breaking the silence again.

"Oh, MJ's great," Spider-Man replied. "I haven't seen much of her lately though. She's been out of town. She landed a modeling gig after one of her acting auditions. She's been going on photo shoots for YM, Cosmo, stuff like that."

"No kidding? That's great!"

"How are things with you and… Lana, right?"

"Yeah… Lana…" Clark trailed off.

"…Well?"

"It's kind of… complicated."

"Come on, how complicated could it be?"

There was a long pause before Clark finally answered.

"I told her my secret, and it ended up costing her her life. But then I used a crystal from my Fortress of Solitude to reverse time and bring her back, only this time I didn't tell her my secret, and she ended up breaking up with me."

Spider-Man just stared at Clark for a minute.

"Yeah, that is pretty complicated actually, you were right," Spidey admitted.

More silence.

"Hey, Clark," Spider-Man said. "You know, I didn't just come to Smallville to visit Chloe. She, uh… she told me about your dad. I'm really sorry, man. I know how hard that is, to lose a father figure like that. You know how I lost my Uncle Ben and everything. He was like a father to me. So, I really do know what you're going through, and, I really am sorry."

Clark let out a long sigh. He slowly sat down on the roof next to his friend. He took off the visor and fidgeted with it between his two hands.

"How do you get passed it, Pete?" Clark asked. "How do you get passed the pain?"

Spider-Man pulled up his mask, revealing Peter Parker's face. He looked Clark straight in the eyes.

"You don't get passed it, Clark. You embrace it," Peter said. "You feel it every day. Because that's what keeps us doing what we do."

Clark gave a faint smile as the words sunk in, and he knew that his friend was right. Just then, four limousines pulled up to one of the piers below them. Clark and Peter both stood up, and Peter pulled the mask back down over his face.

"I'm guessing that's our guys," Spider-Man said. "You ready for this?"

"I think so," Clark said, donning the visor once more.

As they watched, a man with a large flat-topped head emerged from the first limo, carrying a large briefcase. They recognized him from the computer screen as the man called Hammerhead, Silvermane's bodyguard. Out of the second limo climbed a very ugly man whom they recognized as Bruno Manheim, the leader of New York's Intergang cell.

Clark used his x-ray vision on the other two limos. Each were filled with well dressed men carrying heavy artillery.

"The other limos are filled with men with guns," Clark told Spider-Man. "One must be Intergang's men, the other Silvermane's."

"Well, let's not wait for an invitation," Spider-Man said.

"What exactly do we do?" Clark asked.

"Well, it usually helps to charge in yelling out some kind of witticism," Spider-Man explained. "Either a snappy one-liner or a pop-culture reference will do. It throws the bad guys off guard. Watch, I'll show you."

With that, Spider-Man fired off a web line which stuck to the building across from them. Then, he leapt from the rooftop, swinging down in a wide arc towards the two limos.

"I'M RICK JAMES, BITCH!" Spider-Man yelled, letting go of his webline and flying feet first into Hammerhead's chest, knocking him down and sending the briefcase skidding into the water beyond the pier.

"What the--?!" Manheim yelled, whipping a pistol out of his jacket. The doors of the other limos flew open, and dozens of men jumped out, each packing heat.

Spider-Man looked up toward the rooftop at Clark. "Your turn!" he yelled, doing a backflip off the hood of one of the limos and kicking the guns out of two of the men's hands.

Clark took a deep breath and leapt off the rooftop, plunging twenty stories down and landing on the pier with a ground-shaking thud. He stood next to a stunned Manheim, who pointed the gun in Clark's face.

"Who the hell are you?" Manheim asked.

"I'm, uh, Rick James…" Clark said, slowly, looking at Spider-Man. "…bitch?"

Spider-Man fell on the ground, holding his sides with laughter. Manheim fired four bullets straight into Clark's chest, each one bouncing off harmlessly. Clark grabbed the gun and crushed it in one hand, then knocked out Manheim with a slight tap on the forehead with his index finger.

The other men all opened fire, bullets flying around the pier in a frenzy. Spider-Man managed to pull himself together long enough to web up half the men, and Clark quickly ran around in a burst of super speed and snagged the guns away from the remaining thugs. In a matter of minutes, all the men were either webbed up or unconscious.

"Dude, don't tell me you've never seen Chappelle's Show," Spider-Man said once everything had settled down.

"We don't have cable at our house," Clark said with a shrug.

"I'm definitely getting you the box set for Christmas," Spidey replied.

"We, um, don't have a DVD player, either," Clark said sheepishly.

Spider-Man slapped himself on the forehead. "You're killing me, man. You really are." He whipped out a communicator that Fury had given them before leaving the base. "Well, we better check in with Fury and tell him we aced our first mission."

Spider-Man turned on the communicator and was greeted with a loud burst of static.

"That's funny," Clark said.

"Yeah, it is…" Spider-Man said. "These guys have the most advanced equipment known to man. What would be causing interference like that?"

In between the squawks of static, they could just barely make out Nick Fury's voice.

"…six …all available… respond! ….repeat…. six…. NOW!"

"Six?" Spider-Man said. "Six what?"

"Um…" Clark pointed at something over Spider-Man's shoulder. "I'm just guessing, but… could that be causing the interference?"

Spider-Man turned around to see a power plant off in the distance. Slowly rising up into the air above the power plant was a man dressed in green spandex with a yellow facemask in the shape of a lightning bolt, who was drawing a huge electrical force field around himself. The force field continued to grow larger and brighter, lighting up the night sky as if it were daytime.

"Yeah," Spider-Man said. "That really just might do it."

The Triskelion, a few moments earlier. Nick Fury charged through the main hallway toward the control room, yelling into a communicator.

"We have six known supervillains sighted in the downtown area! All available members, please respond! I repeat, we have six known supervillains sighted simultaneously in the city, I need all available Ultimates to respond, NOW!"

Nick burst into the main control room to find the Eradicator, still occupying Doctor Garner's body, standing before the central computer, staring up at it as if in a trance.

"And what the hell are you doing?!" Nick bellowed.

"I am completing my download of your entire computer database into my own consciousness, General Fury," the Eradicator replied.

"…And why would you want to do a thing like that?" Nick asked, slowly.

"So that I will have complete working knowledge of your planet's defenses."

Nick slowly reached for the gun holstered on his waist. "Is that so?"

"Indeed." Without looking up, the Eradicator raised one hand and fired a concussive energy blast at Fury, knocking him straight into the wall. The gun slipped from his hand and clattered across the floor. Nick groaned as he struggled to maintain consciousness.

The Eradicator stepped away from the computer.

"The download is complete. It is time for Kal-El to fulfill his destiny."

With that, the Eradicator vanished from the room in a burst of super speed.


	13. Chapter 13

Chapter Thirteen

Clark and Spider-Man returned to the rooftop where they had been perched a few minutes earlier. They stared in awe at the sight of the growing electrical force field in the sky and the spandex-clad man at its epicenter. All across the city, lights began to flicker out as more and more power was drained from the power plant.

"Do you think that's what Fury was trying to warn us about?" Clark asked.

"Probably," Spider-Man replied. "But he kept saying 'six.' Six what?"

Twenty stories below them, the ground began to shake. What started as a low rumble quickly became deafening. The pavement began to crack. Then, huge chunks of concrete and asphalt went flying everywhere as a gigantic mole-like creature the size of a school bus crashed up through the street. People began screaming and running from their lives, fleeing from the grotesque monster that was now roaring and thrashing around in the middle of the city.

Clark dashed to the edge of the roof. "Come on!" he cried. "We've got to stop that thing!"

"Wait!" Spider-Man said, grabbing Clark's arm. "Something's wrong! My spider sense isn't going off!"

"Your what?!"

"I have a sixth sense that goes off that warns me of danger," Spider-Man explained quickly. "It should be going off the charts right now, but it's not! For some reason that monster isn't setting it off!"

Clark x-rayed the mole monster and found, to his surprise, absolutely nothing. No skeleton, no internal organs… he could see through the monster as if he was looking through a window.

"It's not real," Clark said. "I can see right through it. It's some kind of sophisticated illusion."

Clark continued to look through the monster. Standing in an alleyway behind the mole monster was a man wearing a purple cape and a shiny glass sphere over his head. In his hand, he held a small cube that seemed to be projecting a faint aura of light.

"Um, there's some guy with a fishbowl head in the alley behind the monster," Clark continued. "I think he's projecting that mole monster, like a hologram or something."

"That monster is still dangerous if those people believe that it is," Spider-Man said. "All the panicking, rioting, someone's going to get hurt."

"Great," Clark said. "You want to take electricity guy or fish bowl head?"

Before Spider-Man could answer, Clark's super hearing picked up something a few blocks away. He held up one hand, letting Spider-Man know he needed a moment. He focused his telescopic vision to reveal two more costumed men wreaking havoc elsewhere in the city. One was a huge brute of a man, wearing a gray rhino costume and plowing over parked cars with the enormous horn on his forehead. The other man wore a yellow and brown checkered outfit, and seemed to be blasting out shockwaves from a pair of metallic bands on his wrists.

"What is it?" Spidey asked.

"More trouble. Two more costumed crazies."

"That makes four."

They looked at each other, fearing that they now understood the meaning of Fury yelling 'six.'

"Could there really be two more?" Clark asked, voicing what they were both thinking.

"You know that sense I just told you about that warns me of danger?" Spider-Man asked.

"Yeah?"

"It's going haywire right now."

Clark turned around just in time to see a pumpkin bomb heading straight for Spider-Man's head. Moving between ticks of the clock, he reached out one hand and snagged the bomb from the air, then hugged it close to his chest. The bomb exploded against him, a burst of flame and cloud of smoke shooting up from between his folded arms. Clark and Spider-Man both looked up to see the Green Goblin hovering on his glider about twelve feet above their heads, laughing menacingly.

"Who's your friend, Spider-Man?" the Goblin cackled.

"Not this guy again," Clark whispered.

"You have no idea," Spider-Man whispered back.

The Goblin swooped in low and fast, grabbing Spider-Man by the throat with one hand and zooming back off into the sky. Clark dashed to the edge of the roof, but he was too late. They were already lifting higher and higher up into the air. Clark prepared himself to make a super-jump, but he was interrupted by a voice from behind him.

"It is time, Kal-El."

Clark turned to see Doctor Garner, still possessed by the Eradicator, standing behind him on the rooftop.

"Time for what?" Clark asked.

The surge of bright, pulsating energy that was the essence of the Eradicator shot out of Garner's chest and straight into Clark. Clark screamed with the physical and mental pain of having his body taken over by an invading force. In a moment, it was all over. Garner's body lay unmoving in the fetal position, and Clark Kent, now one with the Eradicator, stood tall. His eyes, hidden behind the translucent visor, glowed yellow.

"It is time," Clark said, his voice now the hollow, emotionless voice of the Eradicator, "to fulfill our destiny."

With that, his feet lifted up off the ground, and he flew off into the night sky.

Back on the ground, a few minutes earlier. Chloe Sullivan raced down the street flailing her arms and screaming at the two figures on the top of the building in front of her. She dodged panicked citizens running the other way, away from the giant mole creature thrashing around less than a block from her. When she had seen the commotion from her hotel room, she knew that her superhero friends, Clark Kent and Peter Parker, couldn't be far away from the madness. Fortunately, it had not taken her long to spot the two costumed characters on the roof above.

"Spider-Man! Spider-Man, down here!" Chloe screamed, trying to get them to hear her. She wanted so badly to yell out Clark's name, but she knew she couldn't, for fear of someone hearing her and learning who Clark was. She jumped up and down and continued yelling and flailing her arms, but it was no use. With everything that was going on, they were too distracted to notice her.

"You know that web-head, darlin'?" asked a man who slowly approached her from a nearby alley. He wore a long black trench coat and snow cap, sported a goatee, and spoke in an Irish accent. He casually chewed on a toothpick as he spoke.

"Um… well, everyone knows who Spider-Man is," Chloe said, slowly, backing away from the mysterious man.

"I suppose so, but I'm thinkin' you know him a bit more personally, seein' as you're runnin' towards the bloody mole monster instead of away from it," the man said with a grin. It was only now that Chloe noticed the stack of bodies in the alley behind the man, each sporting toothpick sized holes in their jugular veins.

The man pulled off his snowcap to reveal a target shaped scar on his forehead.

"And since we're supposed t' be drawin' this Spider-Man fella out, well… I was always partial to goin' after the beautiful girlfriend," the man said with a sly wink.

Chloe turned and ran. She only got a few steps away, however, before she felt the sharp pain of a toothpick digging into her Achilles tendon. She fell to the ground as the hitman known as Bullseye laughed gleefully behind her.


	14. Chapter 14

Chapter Fourteen

Iron Man tore through the city sky, the jet thrusters in his boots firing away at full blast. As he flew, he attempted to contact Captain America via the com-link in his helmet.

"Cap, can you read me? It's Tony."

Captain America was riding shotgun in a SHIELD helicopter that was currently flying over the city, heading towards the chaos that was ensuing downtown.

"I read you loud and clear Tony. Give me a sit rep," Cap replied, speaking into his own communicator.

"The giant mole creature downtown is a hologram, looks like the work of a guy named Quentin Beck," Iron Man replied as he dodged buildings. "Hawkeye is on his way over there to handle crowd control. The real threats right now are the two idiots tearing apart midtown, and the electro guy feeding off the city's power supply."

"I read you," Cap responded. "Can you get in touch with Fury?"

"Negative," Iron Man said. "I don't know if it's the electrical interference, or something worse. It looks like we're on our own for now."

"We'll manage," Cap said. "You head for the power plant and see if you can take out the electrical man. I'll take the two in midtown. Nick said there were six supervillains sighted… who else is out there?"

"I don't know," Iron Man replied. "We'll have to deal with what we've got for now. I'm pulling up the dossiers from the SHIELD computer systems on the two in midtown. The jackass in the yellow and brown quilt is Herman Schultz, calls himself The Shocker. Take out his wristbands and he's harmless. The other, real name unknown, calls himself The Rhino. Real creative with the supervillain name. He's strong, and he's tough. That's all I got."

"It's enough. We're almost over midtown. Be careful, Tony," Cap said.

"Will do. Iron Man out." He did a barrel roll and darted straight toward the power plant.

Lights continued to flicker off all over the city as the Green Goblin whizzed over the rooftops, Spider-Man's throat still firmly in his clutches. Spidey struggled to free himself, gasping for air through his mask.

"It's a beautiful view from up here, isn't it, Spider-Man?" the Goblin laughed. "Though somehow I doubt you're in the mood to enjoy it!"

Spider-Man swatted and punched a the Goblin's hand around his neck, trying in vain to get him to release his death grip. Finally, Spidey fired a blast of webbing into the Goblin's face, forcing him to let go in order to peel the sticky substance from his eyes. Spider-Man collapsed in a heap at the Goblin's feet, taking in huge gulps of air and hanging on for dear life as the glider swooped this way and that while the Goblin was visually impaired.

"Oh, jeez, Gobby, look out!" Spider-Man yelled, ducking and throwing his arms over his head just in time for them to crash through a giant Daily Bugle billboard of J. Jonah Jameson's scowling face. The impact sent them both tumbling from the glider, and they landed violently on the roof of the Bugle building itself.

Midtown. The Rhino charged head-down at a parked car, ramming into it and thrusting upward with the giant horn on his forehead. The car flew through the air, flipping end over end, straight toward a Savings and Loan building. The Shocker clenched his fists and threw his arms out straight in front of him, and a huge blast of concussive energy shot out from his wristbands. The shockwaves ignited the fuel in the car's gas tank and it exploded, tearing open the front of the building.

"As long as we're here, we might as well grab a little something on the side," Shocker said, kicking a flaming muffler down the road as he walked toward the Savings and Loan. "You with me, Rhino?"

He turned his head to see if the Rhino was following him, and was met with Captain America's fist delivering a crushing blow to his face. As he reeled backward, Cap whipped out the brand new shield that had been strapped to his back. Shocker clenched his fists and raised his arms to fire another shockwave, but as he did Cap brought the shield down hard like a hammer and completely shattered both wristbands, breaking Shocker's forearms in the process. Shocker howled with pain and fell to his knees, and Cap delivered a knockout roundhouse kick to the side of the Shocker's head.

"That's one down," Cap said.

"Hey! You can't do that to my friend!" the Rhino bellowed from down the street.

Cap turned and held the shield in font of him in a defensive pose. "Something tells me this one might not go down quite as easy."

The Rhino bowed his head down once again and charged toward Cap, plowing straight into a taxi cab that happened to make the mistake of driving between them. Keeping his head down, Rhino propelled the cab like a battering ram straight at Captain America. With seconds to spare, Cap deftly jumped onto the taxi's hood, pushed off with one foot and did a flip in the air, landing behind the Rhino as he and the taxi cab crashed violently into the storefront window of a department store.

As Rhino tried to pull himself free from the wreckage, Cap drove his knee hard into Rhino's back, then followed through with a series of punches. They did little to no good. Whether it was a well-padded costume or Rhino's actual skin that was so thick, Captain America was uncertain. All he knew was that his strongest blows weren't doing much against this lofty opponent. Rhino yanked his horn from the debris and spun around, smacking Cap away like a fly and knocking him down.

Rhino grabbed a large mailbox and pried it from the ground, then lunged at Cap with it, attempting to crush him. Cap thrust the edge of his shield upward, ripping the mailbox open and sending its contents flying into the street.

"Tampering with the U.S. mail is a federal offense," Cap declared through gritted teeth. He jammed his feet into Rhino's chest, using Rhino's own weight and momentum to flip him head over feet. Rhino landed on his back with a loud thud.

"You gotta be kiddin' me," Rhino grunted, rolling over onto his side and pushing himself up with his hands, awkwardly rising to his feet again. "And who are you supposed to be?" He picked up half of the severed mailbox and lobbed it straight at Cap. "The Postmaster General?"

"You must not read the papers, son," Cap replied, deflecting the hunk of metal with his shield. "I'm Captain America!" He flung the shield at Rhino's head. It struck him square in the face, ricocheted off and flew right back to Cap. Rhino screamed with rage and charged at Captain America once more.

Cap quickly yanked a hubcap off of a nearby parked car. As Rhino charged at him, Cap slammed the hubcap down onto the horn on Rhino's forehead, effectively covering his eyes. Cap leapt onto Rhino's back, then brought his hands down in karate chops to either side of Rhino's massive neck. Even with his thick hide, Rhino cried out in pain. Cap wrapped his legs around Rhino's torso and twisted, sending him careening off in another direction as he flailed about blindly. Finally, Cap leapt free as Rhino crashed right back into the twisted metal of the taxi cab, still embedded in the storefront window. Captain America landed gracefully a few yards away.

"Hey, Captain Asshole!"

It was Shocker's voice, from behind Captain America. Cap turned around to see that Shocker had gotten to his feet, and the shattered wristbands lay on the ground in front of him. Hands trembling with pain, he was just finishing clasping two new bands onto his broken forearms.

"I guess no one told you I always carry a spare set," Shocker said. He screamed with pain as he forced his broken arms out straight in front of him, triggering another shockwave. The taxi cab's gas tank ignited, setting off a huge explosion that sent Rhino and Captain America flying down the street like rag dolls.

Iron Man was closing in on the ever-growing electrical force field, which was quickly becoming the sole source of light in the darkening city. His armor continued to feed him info from the SHIELD database.

"SUBJECT IDENTIFIED AS MAXWELL DILLON," the armor stated. "ALSO KNOWN AS ELECTRO. ESSENTIALLY A LIVING ELECTRICAL CAPACITOR DUE TO A FREAK LIGHTNING ACCIDENT."

"End data feed," Stark said. "Armor, increase repulsor ray power level settings."

"POWER LEVEL SETTING, ONE THROUGH TEN?"

"Eleven," Tony replied.

There was a slight pause.

"'ELEVEN' NOT VALID SETTING."

Tony sighed. "Remind me to build my next suit of armor with a sense of humor. Increase repulsor ray power level settings to ten, please."

"POWER LEVEL SETTING CONFIRMED."

Iron Man began to slow his approach to the force field as he drew closer to it. Even inside his armor, he could feel the hairs on his head start to stand up due to all the ambient electricity. The burning smell that hung in the air was overwhelming.

"Hey, Dillon!" Iron Man yelled, now within shouting distance of the man at the force field's epicenter. Electro turned and looked at Iron Man. He seemed spaced out, almost as if he were drunk on all the power that he was pulling in. "Time to pay the electric bill!" Iron Man released the full force of his repulsor rays, attempting to cut through the force field. At their full power level setting, Tony could feel a physical drain on the armor as well as a strong kick-back that sent him reeling a few feet as the huge blast of energy rocketed out of his hands.

To his surprise, the replusor rays merely hit the force field and dissipated, their energy being absorbed and dissolved right into the very force field itself. Dillon, still looking inebriated, gave Iron Man a sly wink. A huge bolt shot out of the force field and struck Iron Man, current coursing through the armor so strongly that Tony screamed and convulsed with pain. The armor shorted out and powered down completely, and Iron Man was sent flying back across the city, now little more than a huge iron projectile.

"Amor! Reboot and route all power to shock absorbers!" Tony shouted, his voice cracking as the electricity soaked through the armor and began snapping and sparking at his own skin. "Armor! Reboot! Reboot! Re-route all power to shock absorption! Reboot!"

Tony continued yelling commands even as he and the armor struck the ground, setting off car alarms for blocks and leaving a huge crater in the middle of the city.

Spider-Man snapped back to consciousness on the roof of the Daily Bugle. He groaned as he peered over the edge of the building, the slow realization coming to him that he'd just been awakened by a huge crashing sound from the street below. As he looked down, he saw a gigantic crater in the middle of the street, with an unmoving Iron Man lying directly in the middle of it.

He was just about to swing down to see if Iron Man was okay, when his spider sense warned him a fraction of a second too late that he was about to be kicked in the head. The Green Goblin's foot connected sharply with Spider-Man's right temple, nearly sending him toppling over the edge of the building. Spidey's quick reflexes saved him as he grabbed the ledge and flipped himself around, springing back up and landing on his feet. He was a bit dazed, but quickly came to his senses as adrenaline kicked in.

The Goblin swung his fist to punch Spider-Man, but Spidey caught his fist and shoved him backward, nearly knocking the Goblin over. Goblin swung again, but Spider-Man countered, blocking the punch and shoving the Goblin away. The Goblin reached for his satchel of pumpkin bombs, Spider-Man quickly shot out a webline, snagged the satchel and yanked it right off the Goblin's shoulder, sending it down into the alley below them.

"No!!" the Goblin yelled, running to the edge of the roof. Spider-Man grabbed him by the arm and pulled him back. As he did, the Goblin shot out his elbow and slammed it in Spider-Man's face. He spun around and landed another punch, then another. He threw a third punch, but Spider-Man dodged it and landed one of his own.

"It didn't have to be this way, Spider-Man!" the Green Goblin cried.

"It didn't?" Spider-Man replied, dodging another punch. "Well that's odd, because I don't really remember signing up for the Arch Enemy Outreach program. We can stop this at any time if you want to."

"This is all your fault!" the Goblin screamed. "You killed my father! You took Mary Jane away from me! And then, I don't know how you did it, but you tricked me into thinking you were Peter Parker! I almost killed my best friend because of you! The three most important people in my life, you stole from me!"

Spider-Man dodged another punch, then grabbed both of the Goblin's wrists, gripping them tight and holding them still. His heart ached. Underneath the green armor and the deranged psyche was his friend, Harry Osborn. He really believed that Spider-Man was responsible for all the pain he'd suffered. He didn't want to fight him. He wanted to help him.

"Harry, listen to me," Spider-Man said. "I'm sorry for what you've been through. But you don't understand. I never meant to hurt you. All these things that you're blaming me for, they didn't happen the way you think they did. You know that your father was the Green Goblin. You know the kinds of things that he did, the people that he hurt and killed. He died as a result of his own actions, I didn't kill him. You know that Mary Jane left you because of how dark and obsessive you were becoming, not because of me."

"What about Peter?" the Goblin asked, his voice quieter now, but still filled with hatred.

Spider-Man gently let go of the Goblin's wrists. "Harry. I didn't trick you into thinking that I was Peter Parker." Spider-Man slowly reached up and started to lift up the bottom of his mask. "The truth, Harry… the truth is, that I am--"

"Hey, Osborn!" a voice cried out behind them. Spider-Man quickly pulled his mask back down, and he and the Goblin turned to see Lex Luthor descending from the sky in a green and purple battle-suit.

Years ago, the first time Harry had become the Green Goblin, he'd kidnapped Lex and dragged him around New York City on his glider. They'd landed at the remains of a demolished convention center that had been holding a world science fair a few days earlier. Among the rubble, Lex had found a battle-suit designed by a company called Silver Age Limited. Donning the armor had been the only thing that saved his life and allowed him to fight back against Harry that first time. Since then, he'd had his team of scientists restore the suit to its full potential.

"…Lex?" the Goblin asked, surprised.

Lex landed on the roof right next to Spider-Man and the Goblin.

"I've been waiting to do this for a long time, Harry," Lex said. Then he reared back and punched the Goblin square in the face. The Goblin tumbled backward and fell flat on his back.

The Goblin began to laugh, a surge of the goblin formula rushing through his veins as adrenaline took hold once more. He sprang to his feet and charged at Lex, tackling him. He continued laughing as they struggled with each other, punching and kicking and cursing as they rolled across the rooftop.

"Yes, well…" Spider-Man said, scratching his head. "Um, you two get reacquainted, while I go check on my friend, all right? I'll be back in a few to see how things are going." He leapt off the rooftop and swung down to the street to check in Iron Man.

The citizens of New York continued to flee in terror from the giant mole creature that was crawling around in the middle of the street. In a nearby alley, Quentin Beck, or as he preferred to think of myself, Mysterio, chuckled quietly as he watched the pandemonium.

To his surprise, the mole creature suddenly vanished into thin air. The rubble from the destruction the creature had caused, as well as the huge hole that he had crawled out of, disappeared too, and everything returned instantly to normal. Mysterio looked down to see that his hand was now empty, and the glowing holo-cube that he had held just a moment ago was now gone.

"Lose something?"

Mysterio looked up to see Clint "Hawkeye" Barton, the Ultimates' resident archer extraordinaire, standing on a fire escape a few feet above him. Hawkeye gestured with his bow at something behind Mysterio. He spun around to see the holo-cube had been pierced by an arrow and was embedded in the side of a dumpster at the back of the alley. Mysterio hadn't even felt it leave his hand.

"And they wanted to put me on crowd control," Hawkeye mused, leaping over the side of the fire escape.

Mysterio fled from the alley. As he did, he tossed three more holo-cubes out into the street. Hawkeye hit the ground and ran out of the alley just in time to witness the terrifying new illusions that were now materializing from the new cubes. To the east, a giant tornado was whipping through the city, throwing cars and trucks around like toys. To the west, a huge swarm of bees, flies, locusts and other vile insects was descending upon New York. And high in the sky above them flew a repulsive, horrific creature that resembled John Tenniel's illustration of the Jabberwock from Lewis Carroll's "Through The Looking Glass." The citizens of New York, who had finally calmed down after the disappearance of the mole monster, were now thrown back into a panic.

"Okay," Hawkeye muttered. "Looks like I might be back on crowd control."

Spider-Man knelt down beside Iron Man inside the crater. "You okay, chief?" Spidey asked.

"Yeah," Iron Man replied groggily, sitting up. "My armor rebooted at the last second, and I was able to get the shock absorbers up to 89 before I hit. I'll have a splitting headache in the morning, but, that's about par for the course when you're an alcoholic billionaire."

"Groovy," Spider-Man replied. "Think you could give me a hand with a couple of armor wearing lunatics on the roof of the Daily Bugle?"

The Green Goblin struggled against the strength of Lex Luthor's battle-suit, fighting to get out from under him.

"Hey, Lex," the Goblin sneered. "Here's a suggestion. Next time you build a battle-suit? Include a helmet." The Goblin slugged Lex in the face, a loud crack and a gush of blood coming from Lex's nose.

Lex snapped. He screamed with rage as he dug his fingers into the Goblin's facemask, cracking it. He crushed the mask in his fist, ripping it right off of Harry Osborn's face and throwing it over the edge of the building. Then he proceeded to pummel Harry in the face mercilessly.

"Do you remember my first day at Excelsior Prep, Harry?!" Lex screamed, his voice trembling with seething anger. "Do you remember what you did to me?! You asked me why a rich kid like me couldn't afford a wig!" Blood and spit flew from Harry's face as Lex continued his unrelenting beating. "Then, that night, while I was asleep, you cut up a section of the carpet and super glued it to my head!" Tears were streaming down Lex's face. "Do you remember that, Harry? Do you remember how the other kids laughed? Do you remember how many days it took for me to get all the glue off my scalp? Do you?! Because I haven't forgotten! I'll never forget!"

"That's enough, Mister Luthor," Iron Man said, walking up behind Lex and placing a hand on his shoulder. "You've made your point, I think."

Lex thrashed wildly away from Iron Man, shoving his hand away and rising to his feet. "What do you know about it?!" Lex yelled. He hauled off and slugged Iron Man in the face.

Iron Man took a few steps back. "All right, fine. We'll do this the hard way." He flipped open a panel on his left forearm, revealing an LED palm-pilot screen. He tapped in a few commands, allowing his armor to hone in on the frequency of Lex's battle-suit. "Your battle-suit looks pretty impressive, Lex. But technology wise…?"

Lex's battle-suit completely powered down, Iron Man's armor having overridden its controls. Lex fell to his knees under the massive weight of the powerless armor.

"…it's like something out of the 1970's," Iron Man declared with a shrug. "Really, Lex, take it from someone who knows. If you can choose between being a billionaire playboy or flying around in a big metal suit? Opt for the former."

"You don't know what you're doing!" Lex growled. "Turn the suit back on! Now!"

Harry Osborn sat up, wiping blood from his swollen face. He spat out a tooth that Lex had knocked loose. "Thanks for the assist, Iron Man," Harry murmured through a mouth full of blood. He slapped a button on the side of his armor, and his glider swooped down out of the sky. "I really couldn't have done this without you."

The glider slammed into the paralyzed Lex, knocking him off the side of the building and sending him plummeting toward the street below.

"Lex!" Iron Man yelled. He raced to the edge of the roof, prepared to dive down after him. He was shocked to get to the edge and see that Lex had vanished. By the time he turned around again, Harry had climbed onto his glider and flown off once more.

Back at street level, several blocks away, Lex Luthor was confused. A moment ago, he'd been falling to his death. Then, he felt as though he'd been plucked from the air in mid-flight. Now, he was sitting peacefully on the ground in a quiet alley. His armor still immobilized, he struggled to crane his neck around and see who or what had saved him. If Lex had been able to turn his head just a little farther, he would have seen Clark Kent flying off into the night sky.


	15. Chapter 15

Chapter Fifteen

Chloe Sullivan struggled against the ropes that bound her hands and feet. She was currently strung up on a cross atop a cathedral in Harlem. The hitman known as Bullseye stood beside her, casually chewing on another toothpick.

"Stop strugglin', blondie," Bullseye said, looking up at her. "It won't do ya any good. Just relax 'til the bug gets here."

"Why are you doing this?" Chloe cried, exasperated. "What did Spider-Man ever do to you?"

"Spider-Man? Nothin'," Bullseye said with a shrug. "But the Kingpin and I are a bit anxious to get this part of the job over with, so we can get on to settlin' an old score. One that's a bit more personal." He spat the toothpick out, and it embedded itself in the rooftop at his feet.

"What makes you think he'll come for me?" Chloe asked.

"To be honest, I'm kinda startin' to hope he doesn't," Bullseye said slyly, running a finger down Chloe's leg. She shivered. "'Cuz then I'll have to find somethin' else to do with ya."

"Hey, baldy," a voice from behind them called out. "Let me give you a word of advice!"

Bullseye stepped back from Chloe and looked around wild-eyed, trying to figure out where the voice was coming from. He got his answer when Spider-Man dropped out of the air and landed on the roof across from him.

"Putting a target on your forehead?" Spider-Man continued, firing a webline. "Probably not a great idea." The web struck Bullseye square in the forehead. Spider-Man yanked the webline, sending Bullseye tumbling off the side of the roof.

Bullseye's back slammed into the side wall of the church, knocking the wind out of him. He swung back and forth slowly, spinning around, suspended in the air several yards off the ground by the webline still stuck to his forehead. He groaned as he grabbed at the web, tugging on it, trying to pull himself free. He kicked the wall in frustration. Then, he began fishing around in his mouth with his tongue for something he kept concealed in his cheek. After a moment, he had the paperclip clenched between his teeth….

Back on the rooftop, Spider-Man quickly untied Chloe and got her down from the cross. "You okay?" he asked her.

"Fine," she said. He set her on the ground, and she winced with the pain that shot through her injured Achilles tendon. "Though I don't think I'll be running any marathons any time soon."

"What are you doing here, anyway?" he asked her.

"I had to come find you and Clark," she said, massaging the back of her leg. "To see what those animals had done to him."

"It's okay," Spider-Man said. "The Ultimates let us join the team."

"Join them?! After what they did to Clark? They almost killed him!"

"I know," Spider-Man said. "Look, we don't trust them, either, but Clark thought it would be the best way to keep an eye on them."

"Where is Clark now?"

"I don't – wait…" Spider-Man paused as his spider sense kicked into overdrive. He reacted on blind instinct, raising his hand up in front of Chloe's face. A paperclip, unfolded into a straight projectile, zipped straight toward Chloe's eyeball. Spider-Man's hand slid up in front of her eyes at the last millisecond, and the paperclip projectile plunged deep into Spider-Man's hand. He screamed as blood spurted out of his hand, grabbing his wrist and falling to his knees.

"Oh my God!" Chloe screamed. She knelt down next to Spider-Man and threw her arms around his shoulders. "Are you okay?!"

"Urgh… peachy…" he groaned, grabbing the paperclip and painfully digging it out. He wrenched it out and dropped it, leaving a trail of blood drops scattered on the rooftop around it. He stood up and peered over the edge of the roof. The empty, severed webline swayed back and forth in the breeze. Bullseye was gone.

A few minutes later, Spider-Man swung down in front of the Daily Bugle building with Chloe in his arms. He set her gently on the ground.

"You'll be safe here," Spider-Man told her. "Go inside, find Joe Robertson. Tell him you're a friend of Peter Parker."

"I don't want to leave you," Chloe said.

"No offense, Chloe, but unless you've got some super powers that you've neglected to tell me about…?"

She took his injured hand gently in hers. "You're hurt. You need to have this looked at."

"I will," he replied, placing his other hand softly against the side of her face. "Just not right now. There's a bunch of supervillain crazies running around, and I need to--"

The sound of the Green Goblin's laughter filled the air, interrupting Spider-Man. He and Chloe looked up, and saw Harry Osborn, still maskless with his face bruised and swollen, swooping down on his glider, headed straight for them.

"Chloe, get inside, NOW!" Spider-Man yelled, pulling away from her and leaping up onto the side wall of the building.

"Spider-Man!" Harry yelled. "Let's finish this!"

Harry leapt off his glider, grabbing Spider-Man around the neck and ripping him down off the wall, the two of them crashing roughly into the alley behind the Bugle. Spider-Man's head struck the side of a dumpster, leaving him dazed and groggy. Harry hauled Spider-Man back to his feet. He opened the dumpster, placed Spider-Man's head inside, then slammed the lid down on the back of Spider-Man's skull. Spider-Man screamed, kicking and thrashing around, trying to break free.

"Green Goblin!!!" Chloe Sullivan screamed.

Harry lifted the dumpster lid and Spider-Man's limp body slid to the ground. He turned to face Chloe Sullivan, who was holding a pumpkin bomb in her hand.

"How the hell did you…?!" he scoffed. Then he noticed that lying on the ground behind her was the satchel of bombs that Spider-Man had ripped away from them in their earlier battle, which had been thrown off the side of the roof. It must have landed in this alley, and Chloe had just found it. "Oh, great," he sighed.

"Let Spider-Man go," Chloe said, holding the bomb out menacingly. "Now."

"Or what, sweet cheeks?" Harry challenged.

"Or this!" Chloe hurled the pumpkin bomb at Harry with all her might. It struck him in the chest, then fell harmlessly to the ground. Chloe's jaw dropped. Harry casually dusted off his chest where the bomb had struck him, then bent down and picked up the bomb. He twisted the top of it, causing it to light up and emit a high-pitched whine.

"You have to arm it first," he said. Then he tossed the bomb back at Chloe. She screamed and recoiled in terror.

"Noooo!" Spider-Man yelled. He fired off a webline and snagged the bomb in mid-air, just before it hit Chloe. He yanked it back and it flew up into the air behind them, going off above their heads. Shrapnel and debris rained down on the three of them as they ducked for cover. A huge metal fire escape was blown free from the side of the building, and it came crashing down on Harry, pinning him to the ground. He struggled to get free, gasping for air.

Spider-Man rose to his feet, his costume torn and dirty. He was still woozy, his head throbbing. He staggered toward Harry.

"Spider-Man… please… help me…" Harry moaned. The weight of the twisted metal bearing down on him was making it hard to breathe, and, try as he might, he couldn't push it off of him. "Please…"

Spider-Man grabbed at the metal and started to pull away chunks of it, tossing it to the side. "It's okay," he said. "It's all right, Harry. I'll get you free. Just hang on."

"Oh, thank God for you, Spider-Man," Harry whimpered. A strange smile slowly crossed his lips. He quietly reached down and pressed a button on his arm. "Thank God for you."

Spider-Man stopped pulling away the metal wreckage. His spider sense was flaring up again. He heard Chloe screaming behind him. No time to think, just react. He dove out of the way and threw himself on the ground, looking up just in time to see the glider barreling towards the spot where he'd just stood, two huge metal spikes protruding from the front of it. With Spider-Man out of the way, it was now heading straight for Harry.

"Oh…" Harry gasped, realizing with horror what he had just done.

There was a huge gust of wind and a streak of blue and black, and something appeared in front Harry. The glider struck something and was ripped in half, stray pieces of it flying off and striking the brick walls of the alley, shards of metal ricocheting around and coming to land harmlessly strewn across the ground.

When the dust settled, they saw Clark Kent, still possessed by the Eradicator, standing in front of Harry Osborn. Harry passed out.

"Clark…" Chloe said, her voice a mere whisper as she walked toward him. "Is that you?"

"I am not Clark Kent any longer," he replied in the hollow monotone of the Eradicator. Chloe reached up and pulled away the yellow visor that he wore. She gasped as she saw his eyes, which were glowing yellow. He quickly pulled he visor back over his eyes. "I am sorry. The time has come."

He stepped away from them, walked out of the alley, and then flew off into the night sky.

"Oh my God…" Chloe breathed.

"Did I hit my head harder than I thought…" Spider-Man said. "…or did he just fly?!"


	16. Chapter 16

Chapter Sixteen

The Rhino threw part of the chassis of the demolished taxi cab off of himself, then stomped out of the pile of flaming debris that used to be the rest of the vehicle. "What'd ya do that for?!" he bellowed at Shocker, ticked off to have been blown across town by the explosion a few moments earlier.

"Relax, Rhino," Shocker sighed. "We both knew that blast wouldn't hurt you." He looked around cautiously, kicking aside some of the wreckage. "But it had to have killed Captain America. Come on, help me find his body."

It was at that moment that Shocker felt someone tap him on the shoulder. He slowly turned around to see Captain America, covered in oil, grease, blood and dirt, gritting his teeth and clenching his fists.

"…oh, shit," Shocker whispered.

Cap grabbed him and wrenched one of his arms painfully behind his back, then pulled Shocker in front of him like a shield. He grabbed Shocker's other arm and forced it out straight in front of him, despite Shocker's screams of pain. Cap aimed his arm at Rhino and squeezed Shocker's wrist, sending a shockwave straight at Rhino and hurling him back into the flaming wreckage, knocking over a hot dog stand on the way. Then he spun Shocker back around. Cap delivered a right hook to Shocker's jaw, then a left cross, then a sharp kick in the abdomen, sending Shocker reeling back into a brick wall. Cap grabbed him again, spun him around and slammed his head right into the wall, hard. Shocker crumpled to the ground, unconscious.

"And this time, stay down," Cap declared.

Rhino came bursting through the flames with a wild roar, charging horn-first at Captain America. Cap raised his shield and stood his ground valiantly.

"Come on, gruesome," Cap said under his breath. "Let's finish this." He braced himself for an impact he wasn't sure he'd be able to withstand.

Suddenly a blue and black streak of wind blew past Captain America, snagging the Rhino in mid-charge and whisking him away. Cap stood there for a moment, unsure of what had just happened.

Miles away on an interstate highway, the Rhino's screams were drowned out by the deafening sound of the wind rushing by him as he was hurled like a baseball by some unseen force. He didn't even have time to throw his hands up in front of him before he crashed headfirst through the back of an 18-wheeler, tearing through it as it if were made of paper and shooting out through the other side like a bullet. He smashed through a UPS truck and a U-Haul without even losing momentum, then finally broke through a guard rail and went tumbling over the side of an overpass. He landed in the middle of another section of highway, just in time to be hit head-on by a Greyhound bus.

Back in the middle of the city, Mysterio was sprinting down the street, tossing out more holo-cubes as he dodged traffic, creating more terrifying illusions. A group of terrorists, armed to the teeth. A fleet of tanks, firing into the crowd. Deranged killer clowns feasting on human flesh. Godzilla. Mysterio stopped for a moment and looked behind him to see if Hawkeye was still on his tail.

Before he knew what was happening, he was being hauled upward into the sky with the power of a rocket blast. There was a force clamped around his arms lie a vice. He gasped, but the speed at which he was pulled upward made it hard to take air into his lungs. He clawed at the dome-shaped helmet over his head, struggling to get it off so he could breathe easier, even as he climbed higher and higher into the air.

His ascent stopped for a moment. He now hovered high enough above the city to see it all at once. He could feel that someone or something was behind him, holding him up. Then, from behind him, red beams of pure heat shot out over his shoulder, firing down into the heart of the city. One by one, the illusions that he created each vanished. The thing behind him had somehow fried all of his holo-cubes.

Mysterio was quickly spun around to face his abductor. He stared in awe at the man clad in blue and black leather and a yellow visor, who was somehow defying gravity. The ascent abruptly continued as they shot higher and higher into the sky. Mysterio tried to speak, but the words died in his throat. As the air pressure thinned with the higher altitude, the dome he wore over his head began to crack. As they climbed ever higher, it finally shattered completely, exposing the face of Quentin Beck. A face that was starting to turn pale with oxygen deprivation.

It was then that Quentin began to have his own hallucinations. The lack of oxygen sent his brain into a state of panicked turmoil, and he began to see the marmalade trees and tangerine skies of his favorite childhood song. He saw his father beating his mother. He saw the animals he'd tortured as a child. He saw the trailer park home he'd set on fire, burning away to nothing…

Clark watched the life beginning to flicker from Quentin Beck's eyes, and stopped their ascent once more. How frail, how fragile this human life was. And yet these humans considered themselves to be so powerful. How could they presume to rule this planet? How, when they could be so easily extinguished? And yet, even as he felt overwhelming contempt for these pathetic creatures, some part of him, part that was still truly Clark Kent, felt compassion. A desire to help them, not hurt them. Protect them, not rule them. He quickly descended back toward earth, carrying an unconscious Quentin Beck in his arms.

Spider-Man and Chloe Sullivan stood on the roof of the Daily Bugle, trying to see where Clark had gone. The entire city was dark now. The only light source for miles was the giant force field that Electro had formed above the power plant. They strained their eyes to make out any detail on the horizon of the dark city.

"Is that him?" Chloe asked, pointing to something off in the distance.

"There's definitely something moving," Spider-Man said, nodding.

"It looks like it's flying away from the city, though," Chloe said. "If it's Clark, where is he going?"

Spider-Man looked back at the electrical force field. Then, at the flying speck off in the distance. Then back at the force field.

"What if he's not flying away…?" Spider-Man said quietly.

"What?" Chloe asked, turning toward him.

"What if he's just building up momentum?"

Chloe spun back around and looked again at the flying speck off in the distance. It seemed to be getting bigger again. Quickly.

Spider-Man's spider senses started going crazy. "Chloe, GET DOWN!" he screamed, throwing her down and clamping his hands tightly over her ears.

The sonic boom was deafening. Office building windows exploded all over the city, cars flipped over and people were blown off their feet. Clark tore through the electric force field like a bullet through wet paper. He slammed into Electro, ripping him from the force field's epicenter and plunging his limp body down into the frigid waters of New York Harbor. As they hit the water, there was a huge and magnificent explosion of electricity that shot up out of the water like a reverse lightning bolt. The sky lit up with red and yellow and orange. The blast scorched the Statue of Liberty, blowing part of her face off and leaving her covered in a sick black sludge of filth. The smell of burning, rotting ash filled the air for miles.

The lighting continued to dance and spark in the air just long enough to create a few more seconds of light in the otherwise pitch-black city. Those close enough to the harbor could just barely make out the sight of a man walking back across the water. Clark carried the limp and broken body of Electro in his arms as he stepped carefully across the harbor, his feet never breaking the water's delicate surface tension.

Nick Fury stood in the control room, having regained consciousness a few minutes earlier. The Triskelion's backup generators had kicked in long ago, but they were still running on limited power. Nick screamed frantically into his communicator.

"Tony! Steve! Somebody, report in! What the hell is going on out there?!"

Clay Quartermain rushed into the room.

"Sir, you're not going to believe this!"

"There's a damn lot of things going on today that I don't believe!" Fury shouted. "Now what?!"

"Sir… three of the six supervillains… Electro, Rhino, and Mysterio… they were just dropped literally on our doorstep," Clay said. "All three are unconscious. Mysterio's suffering from oxygen deprivation, and Electro and Rhino both have numerous broken bones. Cap just reported in, said he's got Shocker in custody, and witnesses say that Spider-Man took out the Green Goblin. The sixth villain, Bullseye, seems to have vanished, but… no one can account for what happened to those first three… how they ended up like that, or who brought them here."

"I bet can account for it," Fury said grimly. Just then, the computer screens behind Fury lit up. Reports started coming in that power was being restored all over the city. At the same time, a message was being broadcast on television sets all over the world. The broadcast feed appeared on one of the monitors.

It was of a figure standing in shadow, wearing a yellow visor. His features were not quite in focus. He spoke in a hollow monotone.

"People of the world," the man said. "You have seen tonight by the events in New York City that I can be your savior. And, I will continue to be… as long as you turn over the power of your world governments to me. I have already disabled the defense systems of every nation on the planet."

"What?!" Nick cried. He began furiously typing commands into the main computer terminal. "Shit! He's not lying… all our satellites are off-line, all of our missiles, everything! These preliminary reports show that we're not the only ones, either! He's shut everything down in a matter of minutes!"

"How would he know how to do that?!" Clay cried.

"From us," Nick said, pounding his fist. "That damn Eradicator thing downloaded everything it needed to know from our computers!"

"Your planet is now under my control," the broadcast continued. "To resist my will is an exercise in futility. I will expect a formal surrender from your world governments in no less than 24 hours. That is all." The broadcast ended.

"That son of a bitch!" Fury screamed. He grabbed the communicator again. "Tony! Cap! Hawkeye! If any of you can hear this, get back to the Triskelion, NOW! We need to call in everyone! Get me Hank! Get me Janet! Natasha! Pietro! Wanda! And someone find out where the hell Thor is!!"

"Sir… you should take a look at this," Clay said.

"What now?!" Fury snapped.

He turned and looked back at the computer screen to see a shot of New York Harbor. The Statue of Liberty had been engulfed by a giant fortress, made entirely of crystal.


	17. Chapter 17

Chapter Seventeen

Several minutes earlier. Spider-Man and Chloe had returned to street level as the lights started coming back on across the city. They now stood in front of an electronics store that had a display window full of television sets. Each TV was displaying the same broadcast… Clark Kent, standing in shadow, still wearing the yellow visor and demanding that the governments of the world relinquish their power to him.

"What have they done to him?" Chloe gasped.

"The Ultimates didn't do this," Spider-Man said. "But I think I know who did. There was this thing, the Eradicator… it was some kind of artificial intelligence from Clark's home planet. I think it's possessed him. It's making him do these things."

"How can we help him?"

"Look, I think I may have an idea, but I need to get back to the Ultimates headquarters. I'm going to drop you off at the Bugle again, and I need you to promise me that you'll stay there."

The broadcast ended. Chloe pressed her hand against the glass window, near where Clark's face had been. She closed her eyes and rested her head against the glass. "All right," she said weakly. "Just save him. Please."

"I will," Spider-Man said, taking her hand. "Now come on, we have to--"

There was another gust of wind over their heads, heading back toward New York Harbor. They looked at each other, concerned. In a matter of moments, Spider-Man had web-slinged their way back to the Daily Bugle rooftop. From there, they could just barely see Clark hovering above the Statue of Liberty. If they could have looked closer, they would have seen him drop a crystal down into the water.

What started out as a low rumble grew louder, until it was a wild roar. Everything began to shake. Then, out of the water, huge spires of crystal shot up like spikes, intertwining with each other. They rose up, interlocked around the statue itself, forming some kind of bizarre palace in the middle of the harbor.

"What is that?!" Spider-Man cried.

"It… It looks just like Clark's fortress. The one he has in the arctic," Chloe said, softly.

"This is bad," Spider-Man said. "If Nick Fury reacts to this the way I think he will… Chloe, I have to go." He leapt to the edge of the rooftop, preparing to swing away.

"Wait," she said, running over to him.

She threw her arms tightly around him, in a warm hug. It caught him off guard.

"Just… just be careful," she whispered.

Slowly, he wrapped his arms around her waist, and rested his forehead gently against the top of her head.

"…Okay," he whispered back.

The Triskelion. Nick Fury stood in the control room, surrounded by Clay Quartermain, Captain America, Iron Man, Hawkeye, Thor, and Black Widow.

"All right, here's the plan," Nick declared. "Thor, we've seen that your hammer has some effect on him. Hopefully you can use it to do some damage. Iron Man, your thought scramblers and sonic disrupters may be able to throw off those super senses of his long enough for Thor to get in close. Cap, you'll be in the Quinjet, along with--"

"Hold it," Iron Man said, raising his hand. "We saw what he did to Mysterio, Shocker, and Rhino in a matter of, what, minutes? Seconds? Cap, Thor and I barely took him down in Smallville, and that was before he was hopped up on this Eradicator thing. You really think we're going to be able to take this kid out?"

"No, I don't expect you to," Nick replied. "This is just a distraction. Your job is to keep this kid busy until Hank, Janet and the other science nerds we've got finish putting together the warhead."

The door slid open and Spider-Man walked in. "What warhead?" he asked.

"Get the hell out of here," Nick said, pointing a finger at Spider-Man. "Your clearance has been revoked. Your membership in the Ultimates was contingent on Clark Kent joining up, and he seems to have made it pretty clear that he's no longer a team player."

"What warhead?" Thor asked disapprovingly, echoing Spider-Man's question.

Nick looked annoyed. He sighed. "We're assembling a warhead made of that green meteor rock and arming a missile with it."

"You're going to kill him?" Spider-Man said, clenching his fists.

"Look, this kid may be the most powerful being in the universe right now, and he just threatened to literally take over the world!" Nick yelled. "What do you want to do, Parker? Hold a god damn peace conference? We're a little bit past diplomatic negotiation right now!"

Spider-Man grabbed Nick by the shirt collar and slammed him against the wall. Clay Quartermain whipped out his gun and aimed it at Spider-Man.

"Drop him!" Clay yelled.

Cap stepped up and put a hand on Quartermain's arm, lowering the gun.

"Let's hear him out," Cap said.

"Clark isn't himself right now and you know it," Spider-Man said to Nick. "He's possessed by that Eradicator thing. Somewhere inside, he's still just Clark Kent, Kansas farmboy with a heart of gold who would do anything he could to save lives, and here you are ready to kill him. Didn't what he said to you earlier mean anything? About holding yourself to a higher moral standard, and being better than the enemies you fight?"

Nick stared at Spider-Man, cold and hard. There was a long, tense silence that hung in the air.

"Fine," Nick said, angrily. "I'm open to suggestions."

Spider-Man unhanded Nick and took a step back. "Good," he said. "Because I happen to have one. When the Eradicator first appeared, it said that it was made of electromagnetic energy, right?"

"Yeah…?" Fury replied.

"And that cylinder that housed it, that implanted itself into the computer system," Spider-Man continued. "That was made of metal. I mean, it was probably some kind of alien metal, but, it was metal nonetheless."

"Where are you going with this, son?" Nick asked impatiently.

"General Fury," Spider-Man said. "I know who you have locked up in Cell 47."

Nick ran his hand over his face in frustration. "Kid, even if I knew what you were talking about, what makes you think I'd want to go along with a crazy ass plan like that?"

"Because it's the only way to safely separate Clark Kent from the Eradicator," Spider-Man answered. "You save the day without killing anyone. And that's what the good guys do… right?"

Nick just stood there fuming as he considered what Spider-Man was suggesting.

"And what makes you think he'll go along with it?"

Spider-Man shrugged. "Offer him something he wants."

Several minutes later, in Cell 47. A white haired man dressed in prison grays sat at a chessboard that had been left mid-game, pondering his next move for when his opponent would return for their weekly visit. The cell he sat in, and all the objects that occupied it, were made entirely of plastic.

Nick Fury barged into the cell.

"Mister Lensherr," Nick said. "Your country needs you."

The man known as Erik Lensherr didn't bother to look up from the chessboard. "General Fury," he said. "I wasn't aware that you possessed a sense of humor."

Nick pulled out a gun and pointed it at Lensherr. He looked up from the chessboard.

"Before you get any ideas, this gun is made of ceramics," Nick said. "We use them to get through airport metal detectors. Now listen up you piece of scum, because I'm only going to make this offer once. I am giving you a specially classified government assignment. Upon successful completion of this assignment, you will be extradited to the island nation of Genosha, where you will be a free man. If you should ever return to the United States, you will be considered an enemy of the government and placed back on the Most Wanted List. Do we have a deal?"

Erik rubbed his chin. "My freedom, in exchange for helping the government?"

"With this one specific mission, yes," Nick replied. "And Lensherr, let's be clear about something. If I so much as feel a tingle in one of my metal fillings, I will not hesitate to put a bullet through your skull."

Erik laughed and leaned forward in his char, folding his hands in front of him. "In that case, General, I wonder if you wouldn't mind putting the terms of my extradition in writing?"


	18. Chapter 18

Chapter Eighteen

Clark Kent sat on a crystal throne deep within his new fortress in the middle of New York Harbor. His soul was tormented. Now that he had bonded with the Eradicator, he knew he was truly doing his father's will. The humans were a flawed race. His destiny was to rule them with strength, living as a god among men.

And yet, something inside of him told him that this was wrong. He couldn't shake the images of Jonathan and Martha Kent, the humans who had raised him. His friends, Chloe Sullivan and Lana Lang. What would they think of what he was doing? But then, why should their thoughts matter to him?

"Clark Kent," the voice of Nick Fury boomed. He looked up, startled by it. No one was there. "This is General Nick Fury. I'm speaking to you on a frequency that only you can hear. We are ready to negotiate the terms of this country's surrender, on behalf of the President of the United States. Please return to the Triskelion so that we may begin these negotiations. That is all."

Clark smiled. It was almost certainly some kind of trap. One who leads so many would not surrender so quickly. No matter, though. There was nothing they could do to beat him.

In a matter of seconds, Clark was in the control room of the Triskelion. Standing before him was Erik Lensherr, still dressed in his prison garb. On either side of him were Nick Fury and Clay Quartermain, each holding a ceramic handgun. Erik was looking over a document of some kind.

"I believe you forgot to sign it here, General," Erik said, pointing to the bottom of the document.

"Oh, for the love of!" Fury snatched the document away and hastily scrawled a signature at the bottom. "Happy?!"

"Ecstatic," Erik replied with a wry grin. Then, he extended a hand to Clark. "You must be Clark Kent. I've heard a lot about you, at least in the last few minutes."

Clark just looked at Erik, not accepting the handshake. "…Is this the President of the United States?" he asked slowly, his voice still the empty echo of the Eradicator.

Erik laughed. "No, my dear boy. I'm the one who's going to remove those excess electromagnetic particles from your molecular structure. Nothing personal, but, this may hurt a bit."

Erik flipped his hand around and extended his fingers, as if reaching for something. Clark screamed and fell to his knees. He could feel something inside of him being wrenched at, as if someone were reaching into his soul and twisting it. Erik raised both hands, bringing them together and then slowly pulling them apart. Clark screamed even louder, throwing his hands to the sides of his head. The scream sounded human, mixed with a bizarre electronic static. Sparks flew from his mouth. He began thrashing around violently, trying to make the feeling cease.

"He's very strong," Erik said, a look of discomfort crossing his face. "He's putting up quite a struggle."

A blast of heat vision shot out of Clark's eyes, shattering the yellow visor. The blast narrowly missed Erik, and melted the giant computer monitor behind them. Erik strained as he reached his hand out further, then clenched his fist as if he were grabbing something. Clark started beating on the floor, sending huge chunks of it flying everywhere. His screams began to actually shake the whole building. Fury and Quartermain dropped their guns and covered their ears, falling to the floor.

"This isn't working!" Fury yelled, though his voice was inaudible over Clark's screams. He removed one hand from his ear and tried to reach for his communicator, pressing his ear against his shoulder to shield it. "I'm telling them to finish the warhead!"

Bits of electromagnetic energy began to fly out of Clark's body and dance around the room. Erik did his best to contain them, but it was taking all his effort to fight against Clark's resistance. Erik began to sweat, his hands trembling now.

Clark felt like a rock concert was taking place inside his skull. He'd never vomited before, but now he had a feeling he knew what it must be like. He heaved forward and wretched, and more energy came pouring out of his mouth. He began having visions… flashes of his first kiss with Lana… the day he first met Dr. Swann… holding his father in his arms as he died…

"Hank! Janet! Can you read me?" Fury yelled into the communicator. Suddenly, a bolt of the rampant energy struck Fury's hand, blasting the com-link to bits and singeing Fury's skin. He howled with pain and rolled over, grabbing his hand.

"Relax… General…" Erik said. "I've… almost… got it…."

Erik began to feel something else. A connection between the energy he was pulling from Clark, and something embedded deep within the computer system that sat behind him. Erik could sense metal around him, almost as if he could smell or taste it. And this metal he was sensing now, it was completely foreign to him, like an imported wine or cheese. He could feel it flowing through the energy as it came out of Clark, almost as if the energy itself were creating a path directly to this new, foreign metal that was within the computer.

Suddenly, Erik turned away from Clark and reached his hand out toward the computer. He waved his hand to the side as if swatting away a bug. The computer began to shake.

"What's he doing?!" Fury yelled, scrambling to grab his gun.

"Nooooo!" Clark yelled, climbing to his feet and charging at Erik.

Shards of metal shot out of the computer and swirled around Erik's outstretched hand. All the ambient energy in the room immediately gravitated toward it. The metal seemed to turn fluid, rearranging itself and forming something as the energy passed through it.

Clark leapt on top of Erik, knocking him to the ground. The energy started going haywire again, bouncing around the room. Erik struggled against Clark's tackle hold, reaching up once again toward the metal which was still swirling around, suspended in midair by the energy itself. Erik closed his fist, and a huge chain reaction was set off as energy surged out of Clark, passed through the swirling metal, shot straight into the computer and then bounced back into Clark again in a huge circuit. Anything that wasn't nailed down started flying around the room, blown off the ground by the intense force. Fury and Quartermain were pinned against the far walls of the room, unable to move.

By now, Clark had stopped fighting against Erik, and was fighting to purge the Eradicator's essence from his body. He was being flooded with the visions now, visions of playing on the high school football team, of the hot air balloon ride with Ryan, of the day Pete Ross moved away from Smallville. He clenched his fists and screamed again, pushing as hard as he could against the Eradicator.

The energy swirled faster and faster around the room. Erik closed his eyes and raised his hands, making one last attempt with all his effort to contain what had been let loose. Finally, he could control it no more. Everything exploded in a gigantic blast, tearing the computer apart and sending everyone flying in different directions.

When the dust and debris settled, Clark Kent and Erik Lensherr lay unconscious on the floor. Between them lay the metal cylinder, restored to its original shape, and, beside it, the octagonal disc, which had become dislodged. Nick Fury pulled himself up from under what used to be the main computer, cursing to himself. He looked around the room to see that parts of it were literally in flames. The computer was completely destroyed.

"Quartermain, you alive?" he asked.

"Yes, sir," Clay responded, emerging from behind a pillar of smoke, dusting himself off.

"Haul Lensherr back to his cell," Fury ordered.

Clay hesitated. "But sir… what about his extradition agreement?"

"What, you mean this?" Nick asked, picking the signed document up off the floor. He casually crumpled it up into a ball, then tossed it into one of the small fires that continued to burn around the room. "Gee… must have been burned up in the explosion. A real shame. Get him back to his cell, now."

Clay reluctantly picked up Erik Lensherr's unconscious body and began to carry it from the room. Nick kneeled down and picked up the metal cylinder. He looked at it oddly, a bit confused.

"Hmm… that's funny."

"What is, sir?" Quartermain asked.

"This thing is lighter than it was before," Fury replied. "It used to be a lot heavier."

Clay furrowed his eyebrows. "…What do you think that means, General?"

Fury scowled. "It means, Agent Quartermain, that we got the lamp back… but I ain't so sure the genie is inside."

Several floors below, Doctor Banner had finished "The Fountainhead," and was currently engrossed in a collection of poems by T.S. Elliot. He was so engrossed, in fact, that he almost didn't notice the swirling mass of energy that slowly taking shape before him. By the time he looked up from the book, the energy had pulled itself into a form that looked almost human. Startled, Banner dropped the book.

"I… am sorry… Doctor Banner…" the glowing form said. "I have been… deprived of my… energy source. I must leave this place… The computer files suggest… that you would be the… most suitable host… to provide my escape."

The form dissipated, and a bolt shot down into Doctor Banner from above. He trembled and screamed as he felt his body being invaded, falling to the floor in absolute agony. And, even as he felt the Eradicator taking control of him, he felt another change coming over his body as well. An old, familiar change. His skin began to turn green, and his flannel shirt ripped as his muscles began to grow….


	19. Chapter 19

Chapter Nineteen

"So, my plan worked then?" Spider-Man quipped, clinging to the wall of the ravaged control room.

"Something like that," Fury grumbled. Then, to Clark Kent, who had only just recently regained consciousness, he added, "Kid, you got a lot to answer for!"

"I don't even remember what happened," Clark said, rubbing his head. "At least, not very clearly… just a few fragments of things. It's all kind of fuzzy."

Captain America, Thor and Iron Man walked into the room.

"Good lord, Nick, what happened in here?" Cap exclaimed.

"I told you we should have stayed for the big showdown," Iron Man said.

"Not a chance," Fury said, shaking his head. "The fewer bodies around when Lensherr did his thing, the better. Especially those of us who walk around wearing suits made entirely of metal, Mister Stark. But now, we've got bigger problems." He blasted the last of the lingering fires in the room with a fire extinguisher, putting it out. "Our computer database is completely destroyed. All of our intel on superhuman activity, completely wiped out. It took years and billions of dollars to collect, and now we're back to square one."

"Gee," Spider-Man said with a shrug. "You'd think you guys'd be smart enough to back up your data." Fury shot him a glare that could kill. "Just sayin'," Spider-Man added, meekly.

An alarm started blaring and lights began to flash red all over the Triskelion. Everyone in the room jumped a little, startled by the sudden commotion.

"Oh, no," Nick said, his voice barely a whisper.

"What is it?" Clark asked. "What does that alarm mean?"

"It means Banner's turned into the Hulk!" Nick yelled, dropping the fire extinguisher. "We need to put the Triskelion on full alert! Seal the facility! We may only have a few minutes before--"

The ground beneath them exploded as an incredible force from below crashed its way through. Nick was thrown off his feet and landed in a pile of rubble. They heard the inhuman roar before the dust even settled. Then, the creature emerged. Eight feet tall and 1,000 pounds, green skin, huge rippling muscles and a face contorted with rage. It roared again, the primal scream of a wild animal.

"You gotta be kidding me," Iron Man sighed.

"Ultimates, assemble!" Captain America cried, hoisting his shield aloft and charging toward the Hulk.

"Wait…" Spider-Man said, noticing something. "His eyes… look at his eyes!"

Cap was too late to notice that the Hulk possessed the glowing yellow eyes of the Eradicator. Moving with super speed, the Hulk grabbed Cap's entire torso in his massive fist, picked him up, and hurled him against the wall like one of those children's toys that sticks to smooth surfaces. Then he followed through by lobbing a huge section of the computer console at Cap, burying him beneath it.

Thor raised his hammer. "This will send you back to hell, you ugly troll!" he bellowed, swinging the hammer at the big green monster. He struck the Hulk across the face, and the beast actually recoiled with the force of the blow. Iron Man quickly joined the fray, firing a repulsor blast at the Hulk, knocking the Hulk back another step. It only took a moment for the monster to recover, however. In an instant, he swatted the hammer right out of Thor's hand, then followed through with a haymaker that sent Thor flying straight through the wall and out of the room.

Iron Man leapt onto Hulk's back, placed his hands on either side of the brute's head and unleashed a massive sonic pulsewave that made the Hulk howl with pain. The Hulk sped backwards into the wall, crushing Iron Man between the wall and his own massive body. The wall cracked and pieces of Iron Man's armor fell off.

Spider-Man and Clark looked at each other. "Um… should we be doing something?" Spider-Man asked.

"What did you mean about his eyes?" Clark asked.

"Look at them," Spider-Man said. "They're glowing yellow… just like yours and Doctor Garner's did when you were possessed by the Eradicator."

Clark's lips went tight in a scowl and he clenched his fists, standing tall. He marched defiantly toward the Hulk. Clark was only now starting to fully remember what the Eradicator had made him do while he was possessed. If that thing was really inside the Hulk, then Clark had a score to settle.

Hulk was digging into Iron Man's armor, ripping it off in sections. Iron Man fired another repulsor blast straight into Hulk's face, but it did nothing. The creature's rage had grown, causing it to become even stronger. Clark walked right up to the Hulk and slapped his hand down on his shoulder, pulling him off of Iron Man. The Hulk spun around, furious. Clark stared into the monster's yellow eyes.

"It is you in there, isn't it?" Clark asked.

Suddenly, the Hulk's expression changed dramatically. It looked sorrowful, almost afraid.

"I am sorry, Kal-El," the Hulk said, speaking in the voice of the Eradicator. "I had hoped to use this vessel as a means of escaping this facility. But its mind is so full of rage… I am finding it… difficult… to… exert… control… over its… actions…"

Then, just as suddenly as his expression had changed before, it returned to one of blind rage. The Hulk roared again and punched Clark, knocking him across the room.

"Hey!" Spider-Man said, leaping down onto a pile of debris across from the Hulk. "You can't do that to my friend!" He fired off a blast of webbing right into the Hulk's eyes. As the monster struggled to remove it, Spidey leapt back onto the wall, bounced off it, then drove his feet into the Hulk's stomach. Rather than knocking the creature over as he'd hoped, Spider-Man ricocheted off and landed flat on his back. "Well, that didn't work," he mumbled.

Hulk, his eyes still covered with webbing, smashed his fists wildly at the floor, trying to find Spider-Man and squash him. Spidey quickly rolled out of the way, just missing being crushed by a massive green fist.

Hawkeye and Black Widow charged into the room. Hawkeye whipped out his bow, firing six arrows at the Hulk in rapid succession. Each arrow stuck to the Hulk's chest with suction cup tips. Then, Widow pulled out a small detonator device and pressed the button. The arrows exploded, sending a huge fireball flaming up Hulk's chest and into his face. Hulk roared and fanned away the smoke, but all the blast really succeeded in doing was burning away the webbing from his eyes.

"Nice work, guys. Really," Spider-Man said.

The Hulk's rage now had a new target, as he charged toward Hawkeye and Black Widow. But, by now, Clark was back on his feet, and he super sped in front of the Hulk, blocking his path. As the Hulk ran toward him, Clark reared back and then punched the monster square in the face. The sound of the punch was like a gunshot, and everyone in the room felt the impact. Clark didn't stop. With the Hulk stunned for a moment, Clark followed through with another punch, then another. Green blood actually spurted from the Hulk's lip. Clark slugged the monster in the face again, then socked him in the stomach. The Hulk was confused. He had never felt this before. He had never felt pain inflicted by the punches of another.

Clark was like a man who had lost his mind. He was so used to holding back with his powers, taking enemies out with a simple tap on the forehead or a quick shove into a wall. He never got to let loose and actually fight anything. And now, here was this big green monster who wanted nothing more to smash and destroy, who was possessed by the very thing that had tried to turn him against the entire world. Clark balled up his fist and punched the Hulk in the face again, harder than he'd ever hit anything before in his life. The walls of the room blew apart, shattering with the impact force. Everyone was blown out of the room and into different parts of the Triskelion.

When the dust finally settled, Clark was still standing, and the Hulk was lying flat on his back. Clark wiped the green blood off of his fist. He took a deep breath, and then looked around. His x-ray vision and super hearing revealed that everyone was still breathing.

"Is everyone all--" Clark started to ask. The Hulk's hand shot up and grabbed Clark's leg. Clark looked down to see the monster staring at him with an unholy rage unlike anything Clark had ever witnessed. The Hulk roared and jerked Clark's leg, swinging him around and throwing him into a pile of debris. The creature got to its feet and super sped at Clark, slamming his fists into Clark over and over and burying him deeper and deeper into the rubble.

"Hey, Mister Green Genes," Spider-Man said, standing up wearily behind the Hulk, his costume ripped almost to shreds. "I thought I told you to leave him alone!" Spidey shot out another webline, this time snaring it on a support beam that was coming loose from the ceiling. Spider-Man pulled down on it, snapping the support beam and bringing the whole ceiling caving in on top of the Hulk.

The Hulk's fist shot up through the wreckage, sending pieces of metal and wood flying like shrapnel from a grenade blast. Spider-Man ducked, his spider senses just barely averting him from being hit by a shard of metal. The Hulk pulled himself up out of the debris.

"Don't you ever get tired?" Spider-Man asked, wiping sweat from his brow. The Hulk grabbed Spider-Man's head and slammed it into the floor. "…I guess not," Spider-Man coughed as he blacked out.

Clark shrugged off the rubble that he was buried in, pushing himself up with his arms. The Hulk was throwing Spider-Man around the room like a stuffed animal. He didn't see anyone else who was still conscious. It was all up to him now.

Then he spotted it. Buried under some of the debris was Thor's hammer. Clark remembered what it felt like to be hit with it, having taken a beating from it himself back in Smallville. And it had seemed to hurt the Hulk, too, when Thor struck him with it earlier. The hammer, combined with Clark's super strength….

Clark crawled over to the hammer. When he had tried to lift it before, he couldn't do it. Thor had said something about only someone who is worthy being able to wield it. But that was when Clark was under the influence of red kryptonite… surely he was not worthy then. But now, in this situation, he was himself. He was Clark Kent of Smallville, Kansas, and this monster was going to kill everyone here if Clark didn't stop him. If anyone were ever worthy of wielding this thing, Clark thought to himself, it had to be him, right now….

Hulk lifted Spider-Man's limp body up again, ready to smash it onto a sharp spire of metal that was sticking up out of the ground. He raised him up high into the air with a ferocious roar.

"Drop him," Clark Kent commanded from behind the Hulk. "NOW."

Hulk growled, slowly turning around to face Clark. He was met with a blow from the mighty Mjolnir, straight to the jaw. The Hulk staggered back and dropped Spider-Man, who landed safely on the ground.

Clark stood defiantly, holding the hammer in one hand even as it sparkled and crackled with the blue energy. He grabbed the hammer with both hands, swung it back, and followed through with all his might, cracking the Hulk across the face with the hammer. The blue energy shot off the hammer in sparks, and the Hulk was sent flying across the room into another wall. In a burst of speed, Clark was on him again, raining blows from the hammer down onto the Hulk's back, driving the creature further into the wall. Finally, the Hulk slid down the wall onto the floor, subdued at last. Clark dropped the hammer and fell to the ground, exhausted.

To Clark's horror, the monster rolled over and sat up again. Only this time, it no longer had a look of anger on its face. This time, it was a look of peace and tranquility.

"Thank you, Kal-El," the Hulk said, speaking once again with the Eradicator's voice. "You have allowed me to take control of this body. Farewell, Kal-El. We shall meet again."

The monster plunged his hand into a pile of rubble and grabbed something. He pulled it out. It was the metal cylinder. The Hulk rose to its full height, then, crouching down for a moment, he pushed off with his massive legs and did a gigantic leap, breaking straight through the ceiling of the facility. Through the hole it left behind, Clark watched as the Hulk sailed off into the distance.

Then, Clark passed out.


	20. Chapter 20

Chapter Twenty

"Oh my God, this pie is incredible!" Chloe raved, taking another bite. She, Clark Kent and Peter Parker were currently sitting in the kitchen of the small Queens home of Peter's Aunt May, enjoying a freshly baked homemade apple pie. Aunt May had gone up to bed, leaving Peter and his friends to themselves, only after expressing her concern and dismay at the cuts and bruises Peter was currently sporting. Peter had insisted he got them in a mosh pit at a concert he'd gone to with Clark and Chloe, but this did little to comfort his aunt.

"Your mom may make the best chocolate chip cookies, but no one beats Aunt May's apple pie," Peter said to Clark with a smile.

"Maybe we should get my mom and your aunt together for a bake-off," Clark said with a laugh.

"I think the only winners in that contest would be our stomachs," Peter replied, taking another bite of pie. "I have to be careful, though. I have to fit into those tights… a superhero with a gut isn't going to scare anyone!" They all laughed.

"So, I have a question," Chloe said. "After everything that Clark did while he was under the control of that Eradicator thing, Nick Fury just let you guys walk out of there?"

"Well, there was the fact that Clark basically saved everyone's lives by taking out the Hulk," Peter said. "But, even besides that, Fury had bigger things to deal with, like the fact that half the Triskelion was destroyed. By the time everyone else regained consciousness, he was already on the phone calling in some damage control unit to come repair the place."

"Plus they had to worry about tracking down the Hulk," Clark added. "That thing's still out there somewhere."

"I'm just glad everybody was okay," Peter said. "I wasn't sure everyone was coming out of that alive."

"Any regrets about not being Ultimates any more?" Chloe asked.

"Eh, not really," Peter shrugged. "It was kind of fun while it lasted I guess, running around with the big guys. I don't think Spider-Man's really a 'team' kinda guy though. What about you, Clark?"

"Not really my cup of tea, either," Clark agreed. "I'm just more worried about what I did while I was under the influence of the Eradicator."

"Um… you did some pretty wild stuff, I'm not gonna lie to you," Peter said. "You totally kicked the asses of three major super villains in like, two seconds. It was pretty sweet. Oh yeah, and Clark… why didn't you tell me that you can fly?!"

Clark was quick to shake his head dismissively. "I can't fly," he said. "That must have just been the Eradicator's influence."

Chloe waved her fork in the air. "Uh, sorry Clark, but I have to cry foul on that one," she said. "What about the time that you, as Kal-El, flew after Lex's airplane to get that Kryptonian stone? And you told me before that you once woke up hovering above your bed. And what about the time you dreamed you were flying, and woke up in the middle of Route 8?"

Peter raised an eyebrow. Clark squirmed a little in his seat, playing with his fork.

"Clark," Chloe said, leaning forward. "What if it's not that you can't fly… what if you're just afraid to?"

Deep within the frozen arctic, the beast known as the Hulk lumbered into the Fortress of Solitude. He was growing tired, weary. His rage had subsided long ago, and the Eradicator's will inside of him was the only thing keeping him from reverting back to his human form. The journey here had been a long one, but he had finally arrived. The Hulk trudged to the center of the Fortress, then collapsed to his knees. The energy essence of the Eradicator left his body, radiating out and becoming absorbed into the Fortress itself. Almost instantly, the Hulk reverted back to Doctor Banner.

Banner looked around, unable to believe his eyes. He was in a place unlike anything he'd ever seen. His fascination was undermined by the fact that he was freezing cold, being in the middle of the arctic without a shirt on. He wasn't sure if he was hallucinating or not, but he began to hear disembodied voices speaking to one another.

"Jor-El," one voice spoke. "I have failed to complete my mission."

"No. You have done well, Eradicator," a second voice said. "Your true role in Kal-El's destiny has yet to be revealed. Here in the Fortress, you will be reborn, and take on a new form. When the time is right, your purpose will be revealed." There was a pause, and then the voice continued. "Eradicator, who is this human you have brought to the Fortress?"

"Do not be deceived by his appearance, Jor-El," the first voice replied. "This human is one of the most powerful beings on this planet. His physical strength has no upper limit that I can detect."

"Very well," the other voice said. "He may then be useful to us in the future. Rest now, Eradicator. All will be revealed in time."

Banner felt the frigid cold slowly fading away, and was quickly overtaken by a feeling of warmth. A bright light filled the Fortress, engulfing him. For a moment, he felt completely weightless, unable to see, hear, or sense anything at all. Then, an instant later, he was somewhere else entirely. A cave, with strange, alien-looking hieroglyphics on the walls. He was in utter shock at what had just taken place, trying to comprehend it.

It was only then that he realized he'd been holding something in his hand this entire time. He looked down and saw that he was holding a metal cylinder, engraved with similar markings to the ones on the walls of the cave.

Several hours later, Banner was walking down a quiet country road, now wearing a tattered jacket and some sneakers that he'd picked out of someone's trash. He had learned that he was now, somehow, in a Kansas town called Smallville. He had no idea how he'd gotten there, or if what he had seen in that crystal fortress was real or some kind of hallucination. The only thing that he knew was real was the metal cylinder that he had crammed awkwardly into the jacket pocket, half of it still sticking out.

He stuck out his thumb at a passing car, but it didn't even slow down. Banner considered his options. He could go back to New York, return to the Ultimates, let them lock him up and monitor him again. Or, he could strike out on his own, remain in hiding, and try to find a cure himself.

Maybe, he thought to himself, he would look up an old colleague of his who might be willing to help him.

Doctor Leonard Samson sat in his office at Ravencroft Sanitarium. Seated across from him was Harry Osborn, who had just recently been readmitted to the facility's care.

"It's good to see you again, Harry," Leonard said. "How are you feeling?"

"Fine," Harry said, absently. He was feeling intense withdrawal from the Goblin formula, and was doped up on sedatives to keep him from having a relapse.

"Harry, before we begin today's session, I need to discuss something with you," Doctor Samson said. "Your previous stay with us ended prematurely, when you were transferred to Ryker's Island Prison."

"I know," Harry said, annoyed. "You declared me a threat to society and beyond all hope."

"No, Harry, I didn't," Samson replied. "That transfer request didn't come from me. It was authorized by an Alastair Smythe, a man who was temporarily acting as director of this facility. We've since learned that Smythe was an associate of Wilson Fisk, the man known as the 'Kingpin of Crime.' Are you familiar with Wilson Fisk, Harry?"

Harry was stunned. The fog that he was in from the sedatives lifted for a moment. Fisk had gotten Harry transferred to Ryker's, then got himself transferred into the cell across from Harry. He'd been behind it all from the beginning. He'd planned the whole damn thing. All so Fisk could get his revenge on… what was his name? Matt Murdock? Harry was just a pawn in Fisk's game. For a moment, Harry could hear the Goblin in his head, laughing at him.

"Harry?" Samson asked.

"Yes," Harry replied, quickly. "Yes, I know who Wilson Fisk is." Harry rubbed his hand over his face in frustration. "In fact, if you let me make a phone call, I think I can help you catch him."

Elsewhere…

"Looks like your little Sinister Six didn't work out quite like ya planned, Mister Fisk," Bullseye said, peering through the scope of a sniper rifle. "I tried ta tell ya I was the only bloke ya'd need to take out Murdock."

Bullseye and Wilson Fisk stood on a rooftop overlooking the offices of Nelson and Murdock, attorneys at law. Bullseye currently had the sniper rifle pointed at the front door of the building. Fisk casually smoked a cigar.

"You told me that once before," Fisk said, exhaling smoke. "I ended up in prison and you ended up in traction."

"That was before we knew who the Devil really was," Bullseye reminded him. "Now that we know he's just some damn blind lawyer durin' the day, this'll be child's play."

Just then Matt Murdock and his law partner, Franklin "Foggy" Nelson, walked out the front door of the building. Matt had one hand placed on Foggy's shoulder for guidance, and in the other hand he held his cane, sweeping it from side to side slowly as he walked.

Fisk took a slow drag on the cigar. "Here we go," he said quietly, savoring the moment.

Bullseye, in a spontaneous act of drama, swung the sniper rifle away and pointed it down the street. "All right," Bullseye said. "I can bank the bullet off that brick wall, off the signpost, between the old ladies crossin' the street, off the fender of the station wagon, through the open window of the school bus and straight between Murdock's eyes."

"This is no time for theatrics, Bullseye," Fisk declared. "Just put the damn bullet straight through his skull."

Bullseye sighed. "No one appreciates art anymore," he said, swinging the sniper rifle back into place. He once again pointed it at Murdock, getting the lawyer's forehead directly in his sights.

Suddenly, the gun was snagged away by a webline. A blast of impact webbing knocked Bullseye down, a second bound his hands, and a third blast covered his mouth. The cigar fell out of Fisk's mouth as another webline snared his feet, pulling them out from under him and landing him flat on his back. More webbing quickly bound his hands. Spider-Man did a backflip in the air and landed between them triumphantly.

"Greetings, space monkeys!" he yelled. "I thought the skinhead look was going out of style, but you two wear it well!"

"Spider-Man," Fisk hissed, trying to sit up. "You don't know what you've just done. You've made yourself a powerful enemy today. A very powerful enemy!"

"Take a number, slappy," Spidey said, giving Fisk a smack on the back of his head. "A lot of people say that to me, and it never lives up to the hype!" The sound of police sirens filled the air. "Oh, did I mention I called the cops? Your cell at Ryker's is probably still warm. I bet all the guys will be glad to see you again. Hey, is it true what they say about dropping the soap?"

"You son of a bitch," Fisk snarled. "I'll get out again, and when I do--"

Spider-Man fired another blast of webbing over Fisk's mouth.

"Yeah, well, I'd love to stay and chat, but, I've got things to do. Hasta la vista!"

Spider-Man leapt to the edge of the roof and jumped off, swinging away on another webline. It was lucky, he thought to himself, that Harry Osborn had called him as Peter Parker, asking him to tell Spider-Man that Fisk and Bullseye would be after a guy named Matt Murdock. Now that all the bad guys were back where they belonged, maybe he could finally get some rest. Mary Jane was coming back from her out of town modeling shoot that afternoon, and they were going to get dinner at their favorite Italian restaurant. It had been weeks since he'd seen her, and he'd been counting down the days until she came home.

So why then, he wondered, couldn't he stop thinking about Chloe Sullivan…?

That night, Clark Kent had a dream. He was back on Krypton again, just as he had been in the vision that the Eradicator had given him. The dream was just as vivid and lucid as the vision had been. Clark was back outside the Great Hall, just as he'd been before. Once again, he could hear voices inside speaking Kryptonian. He walked toward them again, entering the Great Hall, only this time everything didn't fade away. He continued into the hall, amazed by the sheer size and majesty of it.

Inside the hall, he found an assembly of the council of elders. They all wore white robes, each with a unique symbol or crest on them. One symbol Clark recognized immediately. It was a pentagon with what looked like a letter S inside. He also recognized the voice of the man wearing it. It was his father, Jor-El.

"My friends, you know me to be neither rash nor impulsive," Jor-El said to the others. "I'm not given to wild, unsupported statements. And I tell you that we must evacuate this planet immediately."

Clark walked into the middle of the assembly. He found that he could move among the elders undetected, as they could neither see nor hear him. Clark watched in disbelief as the other members of the council debated against Jor-El's statements.

"I don't question your data," one woman said. "The facts are undeniable. It's your conclusions we find unsupportable."

"This planet will explode within thirty days, if not sooner," Jor-El insisted.

"I tell you, Krypton is simply shifting its orbit," the woman replied.

Clark walked up to Jor-El and stood beside him. It was the first time he'd ever seen his father's face. Up until now, Jor-El had only been a voice speaking to him in the caves of the Fortress. Clark reached out and gently touched his father's hand. He could feel its warmth, although Jor-El could not feel Clark.

"Jor-El, be reasonable," another member of the council said.

"My friend, I've never been otherwise," Jor-El replied, sadly. "This madness is yours."

"This discussion is terminated," a man at the head of the council declared. "The decision of the council is final."

Clark could see the pain and sorrow in Jor-El's face. He knew that Krypton was doomed, and no one would listen to him. For the first time, Clark began to see Jor-El in a different light. Like Clark, Jor-El wanted to save the world. Only he was never able to.

Clark woke up back in his own bed at home in Smallville. He felt more refreshed and rested than he had in a long time. Had the dream been something left behind by the Eradicator? A parting gift of some kind? Clark wasn't sure, but if it was, despite all the trouble the Eradicator had put him through, he couldn't help but feel a sense of gratitude for what he'd just been able to experience.

He was wide awake now, even though it was the middle of the night. Unable to get back to sleep, he got up and went downstairs. He looked out the kitchen window. It was a gorgeous night out, calm and cool and peaceful. He slipped on his sneakers and a jacket and went outside.

Standing in the middle of the field behind their house, Clark took in a deep breath of the fresh country air. A few days in the smog of New York City made him appreciate the clean air in Smallville even more. He closed his eyes and spread his arms out wide, taking in the feeling of being home, being on the farm, just being alive.

He thought to himself, as the gentle breeze blew across his face, how lucky he was to have the life that he did. Though he had lost his father recently, Jonathan Kent had taught him so much before he passed away, and he had been loved greatly all his life. He still had a mother who cared for him and would give anything for him. And he had a wonderful group of friends. Chloe, who had raced off to New York after him in a heartbeat just to make sure he was okay. Lana, who, despite their rocky history, had always had a bond with him and a special place in his heart. And Peter Parker, who shared a great secret with him. He and Peter knew, maybe better than anyone else in the world, what it truly meant to have great power, and the responsibility that came with it.

Clark thought about what Chloe had said to him at Peter's aunt's house. _What if it's not that you can't fly_, she had said._ What if you're just afraid to?_

Clark had had an almost unnatural fear of heights ever since he could remember. Maybe it came from falling out of the sky in a tiny rocket when he was just a baby. Whatever the reason, what if Chloe was right? What if his own limitations were not real, but imagined? What if he was capable of more than he ever let himself realize?

He opened his eyes and looked down.

To his own astonishment and delight, he was floating about four feet off the ground.


	21. Epilogue

Epilogue

Nick Fury rode the service elevator down to the sub-basement of the Triskelion. Agent Jasper Sitwell spoke to him over his communicator.

"General Fury, we've recovered the drugs and weapons from the abandoned limousines at the docks, from the botched Silvermane/Intergang exchange," Sitwell reported in.

"Good," Fury replied back. "Destroy the drugs, then get the weapons over to our tech department. See if there's anything there we can use. Fury out."

The elevator chimed as it arrived at the sub-basement, and the doors slid open. Fury strode down the long corridor of the new prison wing, which now housed Maxwell Dillon, Quentin Beck, Herman Schultz and the Rhino, each in their own specially designed cell. Natasha Romanov, better known as the Black Widow, leaned casually against the door of Beck's cell, waiting for Fury.

"Natasha, I have an assignment that requires your talents," Fury said, stopping in front of her and clasping his hands behind his back.

"I am listening," she replied in her thick Russian accent.

"Those holo-cubes that Beck uses. I want him to make us one, or tell us how to make one. Quickly. That damn fortress thing that the Kent kid built around the Statue of Liberty. I want to make it look as if we destroyed the fortress and fixed the statue. Once the illusion is up, our boys can go in and analyze every inch of the thing, see what we can learn from it."

"And, supposing Mister Beck is not wanting to cooperate?" Widow asked, smiling.

"Convince him," Fury said, flatly.

"Using pain… or using pleasure?" she asked seductively.

"Natasha," Fury replied. "I always thought you were at your best when you combined the two." He turned and continued down the corridor, leaving the Widow to her task. Fury, meanwhile, was going to check on the status of another project.

Doctor Garner woke up slightly disoriented. The first thing that he noticed was that he had been stripped down to his boxer shorts. The next thing he noticed was that he was lying on some kind of metal platform, suspended some ten feet in the air. He tried to sit up and look around, but found that his arms and legs were strapped down. He struggled against the restraints.

"Glad to see that you're awake, doctor," Nick Fury's voice said from somewhere below him.

"Fury? What's going on?" Garner asked.

"Calm down, doc, everything's fine."

"Why am I strapped down like this?"

"Oh, come on Doctor Garner. You should recognize this apparatus. After all, we built it from your designs."

Garner craned his neck as far as he could, straining to see below him. As he looked down, he saw that he was suspended over a clear tank filled with a greenish glowing liquid. It was the meteor rock bath that Garner had used in his memory regression therapy experiments.

"What are you doing to me, Fury?!" Garner cried.

"You see, doctor, our entire computer database was recently wiped out," Fury explained. "I was thinking about something that Spider-Man said to me. He said that we should have backed up our data. And you know, he was right. The thing is, doc, someone did back up our data. The Eradicator did. He downloaded our entire database and committed it to his memory. And he was occupying your body and mind at the time."

"So?!" Garner yelled, pulling at the restraints.

"So, doc… it occurs to me that data might still be floating around in your head somewhere."

"But I don't remember anything that happened while I was under the Eradicator's control!"

"I realize that, Doctor Garner. Hence, we're trying to get to your repressed memories via the regression experiments that you designed. For being the guy who came up with this stuff, you're not catching on very fast."

Fury turned and walked away from Garner. Seated at a small console in the back of the room was Clay Quartermain, looking a bit perturbed. Fury nodded at Clay and waved his finger, giving him the cue to lower Garner into the tank. Clay pressed a button, and the platform began to slowly descend toward the murky green fluid.

"You can't do this to me!" Garner yelled. "I never agreed to this! You can't just hold me here!"

Fury paused at the door and stroked his chin thoughtfully. "I'm pretty sure the Patriot Act will cover our ass on this one," he said.

"Sir?" Clay spoke up. "…What if he really doesn't remember anything?"

Fury shrugged. "Then I guess you guys are gonna be down here a long time." He walked out of the room, Doctor Garner's screams lingering in the background as he was plunged into the liquid.

Lex sat at his desk in the study of the Luthor mansion, sporting a bandage over his nose. He watched the screen of his laptop obsessively. The computer was playing the video broadcast of the shadowy figure with the yellow visor over and over again on a loop. On the other side of Lex's desk, one of his assistants, Sidney Happersen, stood anxiously with his hands folded in front of him.

"Have we been able to identify this man yet, Happersen?" Lex asked, gesturing toward the video.

"Sir, our best research team has been on it for days, and they've come up with nothing," Happersen replied. "This sounds unbelievable, but… the man in the video is vibrating his head slightly at an incredible speed. It prevents the camera from ever focusing clearly on him, making a clean screencapture for analysis impossible."

"What about voice print ID?" Lex asked.

"Our computers don't even recognize the voice as being human. It must have been passed through some kind of electronic modification device."

Lex sighed. "Well, tell them to keep working on it."

"Sir, you don't understand… the team says that it's impossible to--"

Lex slammed the laptop shut. "Then fire the team and hire me a new one!" Lex reached under the desk and grabbed a copy of the Daily Bugle newspaper and slapped it down on the desk. The front page boasted a picture of Lex in his battle-suit, slugging Iron Man in the face. "Then contact Sheldon Bender and have him file a libel suit against the Daily Bugle," Lex continued. "We're going to say that this was obviously an impostor, posing as me. Have the security team change the date stamp on some of the mansion security footage, make it look like I was here at the time. I want this whole mess swept under the rug before my father returns from Zurich next week. Is that understood?"

"Yes, sir," Happersen said quietly.

Lex's cell phone rang. He took it out and glanced at the caller ID.

"That will be all, Happersen," Lex said, dismissing him. Lex flipped open the phone as Happersen left the room.

"Mister Luthor, it's Donovan," the man on the phone said.

"Hello, Dabney," Lex answered. "What's the situation like at the lab?"

"We've gotten everything cleaned up, and most of the equipment is still in working order. Level 33.1 should be fully operational again in another day or two."

"Excellent. And the Goblin formula?"

Donovan hesitated. "We are not sure yet if there is enough of the formula residue left to recreate it. We have our notes to work from, but… it may take awhile."

"That's fine," Lex said. "We have other projects that we can focus on in the meantime." Lex shifted a bit in his seat. "What about the body? I've told the Macendales that I'll cover all the funeral expenses, but… I'm not sure how much of Jason is left to bury."

There was a long pause. "Sir?" Dabney asked, sounding confused. "What body?"

"Jason Macendale's body, Donovan," Lex said, annoyed. "I saw Osborn throw him into the vat myself, then blow it up with one of those pumpkin bombs. I'm asking you what happened to his body?"

"Sir, I'm sure I don't know what you're talking about," Donovan replied. "There was no body recovered in our cleanup."

A cold tingle ran down Lex's spine as he got the sudden feeling that he was not alone in the room. As he looked around, he noticed something moving in the shadows behind his pool table.

Lex threw down the phone and stood up, grabbing a pistol from the side desk drawer. "Who's there?!" he yelled, aiming the gun into the darkness. "Show yourself!"

"Can you rebuild the glider and weapons?" a raspy voice whispered from the shadows.

Lex continued to aim the gun at the source of the voice. He furrowed his brow. "What?"

"Harry Osborn's glider and weapons," the voice repeated. "Can you rebuild them?"

Lex took a few cautious steps toward the voice, never lowering the gun. "Maybe… or something like them, at least," Lex said, slowly. "But why do you want them?"

"Because I want to show that son of a bitch…"

The figure emerged from the shadows. It was Jason Macendale. His face was horribly burned and scarred, his skin so leathery it looked almost reptilian. His hair was gone except for a few stray wisps that clung like seaweed to his skull. His eyes were blood red. The tips of both of his ears had been burned away, giving them the appearance of devil horns. Lex recoiled in absolute horror at the sight. Jason smiled, his teeth rotting and ash colored.

"…who the real goblin is."

The End… ?


End file.
